As filed with the Securities and Exchange Commission on October 29, 2010
| | REGISTRATION NO. 333-152086 |
| | REGISTRATION NO. 333-126897 |
| | REGISTRATION NO. 333-98801 |
| | REGISTRATION NO. 333-66747 |
| | REGISTRATION NO. 333-66741 |
| | REGISTRATION NO. 333-66739 |
| | REGISTRATION NO. 333-66733 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-152086
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-126897
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-98801
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66747
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66741
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66739
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66733
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Penwest Pharmaceuticals Co.
(Exact Name of Registrant as Specified in Charter)
| Washington | 91-1513032 |
| (State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
2981 Route 22, Suite 2
Patterson, New York 12563
(Address of Principal Executive Offices)
| | PENWEST PHARMACEUTICALS CO. 2005 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT BETWEEN PENWEST PHARMACEUTICALS CO. AND DR. ALAN JOSLYN, EFFECTIVE JUNE 21, 2004 PENWEST PHARMACEUTICALS CO. 1997 EQUITY INCENTIVE PLAN PENWEST PHARMACEUTICALS CO. 1997 EMPLOYEE STOCK PURCHASE PLAN PENWEST PHARMACEUTICALS CO. SAVINGS PLAN PENWEST PHARMACEUTICALS CO. 1998 SPINOFF OPTION PLAN |
(Full Titles of the Plans)
___________________________________________
Jennifer L. Good
President and Chief Executive Officer
Penwest Pharmaceuticals Co.
2981 Route 22, Suite 2
Patterson, New York 12563
(877) 736-9378
(Name and Address of Agent for Service)
____________________
WITH A COPY TO:
Eileen T. Nugent, Esq.
Ann Beth Stebbins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):
| | Large accelerated filer ¨ | Accelerated Filer x |
| | Non-accelerated filer ¨ | Smaller reporting company ¨ |
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Penwest Pharmaceuticals Co. (the "Company") on Form S-8 (collectively, the "Registration Statements"):
| · | Registration Statement No. 333-152086, registering 2,500,000 shares of the Company common stock, par value $0.001 per share (the "Company Common Stock"), issuable under the Penwest Pharmaceuticals Co. 2005 Stock Incentive Plan, including preferred stock purchase rights attached thereto; |
| · | Registration Statement No. 333-126897, registering 1,650,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 2005 Stock Incentive Plan and 100,000 shares of Company Common Stock issuable under the Nonstatutory Stock Option Agreement between Penwest Pharmaceuticals Co. and Dr. Alan Joslyn effective June 21, 2004; |
| · | Registration Statement No. 333-98801, registering 750,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Equity Incentive Plan, including preferred stock option purchase rights attached thereto; |
| · | Registration Statement No. 333-66747, registering 228,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Employee Stock Purchase Plan; |
| · | Registration Statement No. 333-66741, registering 2,660,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Equity Incentive Plan; |
| · | Registration Statement No. 333-66739, registering 750,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. Savings Plan and an indeterminate amount of interests to be offered and sold pursuant to the Penwest Pharmaceuticals Co. Savings Plan; and |
| · | Registration Statement No. 333-66733, registering 988,134 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1998 Spinoff Option Plan. |
On November 4, 2010, the Company and West Acquisition Corp. ("Merger Sub"), a Delaware corporation and an indirect wholly owned subsidiary of Endo Pharmaceuticals Holdings Inc., a Delaware corporation ("Endo"), pursuant to an Agreement and Plan of Merger, dated as of August 9, 2010 (the "Merger Agreement"), intend to effect a merger whereby Merger Sub will merge with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Endo (the "Merger") and each share of Company Common Stock, issued and outstanding immediately prior to the effective time of the Merger, other than shares of Company Common Stock held by any Company shareholders who properly exercise appraisal rights with respect thereto in accordance with Chapter 23B.13 of the Washington Business Corporation Act and other than treasury shares and shares held by Endo or any direct or indirect wholly owned subsidiary of Endo or the Company (all of which will be cancelled), will be converted into the right to receive $5.00 in cash.
In connection with the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements.
Item 16. Exhibits.
| | |
| | | |
| 24.1 | | Powers of Attorney (filed herewith) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this Post-Effective Amendment No. 1 to its Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Patterson, State of New York, on October 29, 2010.
| | Penwest Pharmaceuticals Co. |
| | | |
| | By: | /s/ Jennifer L. Good |
| | Name: | Jennifer L. Good |
| | Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated and on October 29, 2010.
| Signature | | Title |
| | | |
| /s/ Jennifer L. Good | | President and Chief Executive Officer |
| Jennifer L. Good | | (Principal Executive Officer and Principal Financial Officer) |
| | | |
| /s/ Frank P. Muscolo | | Controller and Chief Accounting Officer |
| Frank P. Muscolo | | (Principal Accounting Officer) |
| | | |
| * | | Director |
| Ivan P. Gergel, M.D. | | |
| | | |
| * | | Director |
| David P. Holveck | | |
| | | |
| * | | Director |
| Alan Levin | | |
| | | |
| /s/ Caroline B. Manogue | | Director |
| Caroline B. Manogue | | |
| | | |
| * | | Director |
| Julie McHugh | | |
| | | |
| * | | Director |
| Anne M. VanLent | | |
| | | |
| * By: | /s/ Caroline B. Manogue | |
| | Caroline B. Manogue | |
| | Attorney-in-fact | |
