As filed with the Securities and Exchange Commission on May 24, 2022
Registration No. 333-20389
Registration No. 333-40483
Registration No. 333-64480
Registration No. 333-111177
Registration No. 333-117250
Registration No. 333-134258
Registration No. 333-152472
Registration No. 333-167457
Registration No. 333-180832
Registration No. 333-189172
Registration No. 333-196644
Registration No. 333-211782
Registration No. 333-232775
Registration No. 333-257345
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-20389
FORM S-8 REGISTRATION STATEMENT NO. 333-40483
FORM S-8 REGISTRATION STATEMENT NO. 333-64480
FORM S-8 REGISTRATION STATEMENT NO. 333-111177
FORM S-8 REGISTRATION STATEMENT NO. 333-117250
FORM S-8 REGISTRATION STATEMENT NO. 333-134258
FORM S-8 REGISTRATION STATEMENT NO. 333-152472
FORM S-8 REGISTRATION STATEMENT NO. 333-167457
FORM S-8 REGISTRATION STATEMENT NO. 333-180832
FORM S-8 REGISTRATION STATEMENT NO. 333-189172
FORM S-8 REGISTRATION STATEMENT NO. 333-196644
FORM S-8 REGISTRATION STATEMENT NO. 333-211782
FORM S-8 REGISTRATION STATEMENT NO. 333-232775
FORM S-8 REGISTRATION STATEMENT NO. 333-257345
UNDER
THE SECURITIES ACT OF 1933
Antares Pharma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 41-1350192 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
100 Princeton South, Suite 300 Ewing, New Jersey | 08628 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Medi-Ject Corporation 1993 Stock Option Plan
Medi-Ject Corporation 1996 Stock Option Plan
Medi-Ject Corporation 1996 Stock Option Plan, As Amended
1998 Stock Option Plan for Non-Employee Directors
2001 Stock Option Plan for Non-Employee Directors and Consultants
2001 Incentive Stock Option Plan for Employees
Antares Pharma, Inc. 2006 Equity Incentive Plan
Antares Pharma, Inc. 2008 Equity Compensation Plan
Antares Pharma, Inc. 2008 Equity Compensation Plan, As Amended
Antares Pharma, Inc. Equity Compensation Plan, As Amended and Restated
(Full titles of the plans)
Nicole LaBrosse
Secretary
Antares Pharma, Inc.
100 Princeton South, Suite 300
Ewing, New Jersey 08628
(617) 945-7361
(Name, address and telephone number of agent for service)
Copies to:
Michael J. Aiello, Esq.
Sachin Kohli, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SHARES
Antares Pharma, Inc., a Delaware corporation (the “Registrant”), is filing with the U.S. Securities and Exchange Commission (the “Commission”) these post-effective amendments (the “Post-Effective Amendments”) to deregister any and all shares of common stock, par value $0.01 per share, of the Registrant (the “Shares”), previously registered but unsold or otherwise unissued under the following Registration Statements on Form S-8 as of the date hereof (the “Registration Statements”), together with any and all plan interests and other securities registered thereunder:
| • | Registration Statement No. 333-20389, filed with the Commission on January 24, 1997, relating to the registration of (i) 495,050 Shares under the Medi-Ject Corporation 1993 Stock Option Plan and (ii) 500,000 Shares under the Medi-Ject Corporation 1996 Stock Option Plan; |
| • | Registration Statement No. 333-40483, filed with the Commission on November 18, 1997, relating to the registration of 700,000 additional Shares under the Medi-Ject Corporation 1996 Stock Option Plan, as amended; |
| • | Registration Statement No. 333-64480, filed with the Commission on July 3, 2001, relating to the registration of (i) 19,000 Shares under the 1998 Stock Option Plan for Non-Employee Directors, (ii) 200,000 Shares under the 2001 Stock Option Plan for Non-Employee Directors and Consultants and (iii) 600,000 Shares under the 2001 Incentive Stock Option Plan for Employees; |
| • | Registration Statement No. 333-111177, filed with the Commission on December 15, 2003, relating to the registration of (i) 400,000 additional Shares under the 2001 Stock Option Plan for Non-Employee Directors and Consultants and (ii) 1,400,000 additional Shares under the 2001 Incentive Stock Option Plan for Employees; |
| • | Registration Statement No. 333-117250, filed with the Commission on July 9, 2004, relating to the registration of (i) 1,000,000 additional Shares under the 2001 Stock Option Plan for Non-Employee Directors and Consultants and (ii) 2,000,000 additional Shares under the 2001 Incentive Stock Option Plan for Employees; |
| • | Registration Statement No. 333-134258, filed with the Commission on May 18, 2006, relating to the registration of 2,500,000 Shares under the Antares Pharma, Inc. 2006 Equity Incentive Plan; |
| • | Registration Statement No. 333-152472, filed with the Commission on July 23, 2008, relating to the registration of 10,000,000 Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan; |
| • | Registration Statement No. 333-167457, filed with the Commission on June 11, 2010, relating to the registration of 1,500,000 additional Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended; |
| • | Registration Statement No. 333-180832, filed with the Commission on April 19, 2012, relating to the registration of 2,000,000 additional Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended; |
| • | Registration Statement No. 333-189172, filed with the Commission on June 7, 2013, relating to the registration of 1,500,000 additional Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended; |
| • | Registration Statement No. 333-196644, filed with the Commission on June 10, 2014, relating to the registration of 6,000,000 additional Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended; |
| • | Registration Statement No. 333-211782, filed with the Commission on June 2, 2016, relating to the registration of 11,200,000 additional Shares under the Antares Pharma, Inc. 2008 Equity Compensation Plan, as amended; |
| • | Registration Statement No. 333-232775, filed with the Commission on July 23, 2019, relating to the registration of 8,000,000 additional Shares under the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated; and |
| • | Registration Statement No. 333-257345, filed with the Commission on June 24, 2021, relating to the registration of 10,000,000 additional Shares under the Antares Pharma, Inc. Equity Compensation Plan, as amended and restated. |
On May 24, 2022, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 12, 2022, by and among the Registrant, Halozyme Therapeutics, Inc., a Delaware corporation (“Parent”), and Atlas Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Registrant with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on May 24, 2022, upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of these Post-Effective Amendments, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby amends the Registration Statements to remove from registration the Shares registered but remaining unsold under the Registration Statements as of the date of these Post-Effective Amendments.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 24, 2022.
| ANTARES PHARMA, INC. | ||
| By: | /s/ Nicole LaBrosse | |
| Name: | Nicole LaBrosse | |
| Title: | Secretary | |
Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendments to the Registration Statements.