As filed with the Securities and Exchange Commission on July 14, 2016
Registration No. 333-204633
Registration No. 333-203084
Registration No. 333-196806
Registration No. 333-193391
Registration No. 333-185940
Registration No. 333-178947
Registration No. 333-171626
Registration No. 333-166760
Registration No. 333-159021
Registration No. 333-150730
Registration No. 333-142844
Registration No. 333-133357
Registration No. 333-125518
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-204633
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-203084
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-196806
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-193391
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-185940
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-178947
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-171626
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-166760
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-159021
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-150730
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-142844
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-133357
Post-effective Amendment No. 1 to Form S-8 Registration Statement No. 333-125518
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XenoPort, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3330837 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Six Concourse Parkway, Suite 1800
Atlanta, GA 30328
(678) 334-2420
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1999 Stock Plan
2005 Employee Stock Purchase Plan
2005 Equity Incentive Plan
2005 Non-Employee Directors’ Stock Option Plan
2010 Inducement Award Plan
XenoPort, Inc. 2014 Equity Incentive Plan
XenoPort, Inc. 2015 Employee Stock Purchase Plan
(Full Titles of the Plans)
Leslie Zacks
Secretary and Treasurer
XenoPort, Inc.
Six Concourse Parkway, Suite 1800
Atlanta, GA 30328
(404) 461-9109
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
J. Mark Ray
Sarah Ernst
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree St.
Atlanta, GA 30309
Phone: (404) 881-7000
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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of XenoPort, Inc. (“XenoPort”) on Form S-8 (collectively, the “Registration Statements”):
| • | Registration Statement on Form S-8 (File No. 333-204633), registering 4,000,000 shares of Common Stock under the XenoPort, Inc. 2015 Employee Stock Purchase Plan, filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2015; |
| • | Registration Statement on Form S-8 (File No. 333-203084), registering 250,000 shares of Common Stock under the 2005 Employee Stock Purchase Plan, filed with the SEC on March 27, 2015; |
| • | Registration Statement on Form S-8 (File No. 333-196806), registering 12,318,911 shares of Common Stock under the XenoPort, Inc. 2014 Equity Incentive Plan, filed with the SEC on June 16, 2014; |
| • | Registration Statement on Form S-8 (File No. 333-193391), registering 2,065,911 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, the 2005 Employee Stock Purchase Plan, and the 2010 Inducement Award Plan, filed with the SEC on January 16, 2014; |
| • | Registration Statement on Form S-8 (File No. 333-185940), registering 1,956,102 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, the 2005 Employee Stock Purchase Plan, and the 2010 Inducement Award Plan, filed with the SEC on January 9, 2013; |
| • | Registration Statement on Form S-8 (File No. 333-178947), registering 1,673,764 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2010 Inducement Award Plan, filed with the SEC on January 9, 2012; |
| • | Registration Statement on Form S-8 (File No. 333-171626), registering 1,105,629 shares of Common Stock under the 2005 Equity Incentive Plan and the 2005 Non-Employee Directors’ Stock Option Plan, filed with the SEC on January 10, 2011; |
| • | Registration Statement on Form S-8 (File No. 333-166760), registering 1,384,418 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2010 Inducement Award Plan, filed with the SEC on May 12, 2010; |
| • | Registration Statement on Form S-8 (File No. 333-159021), registering 774,511 shares of Common Stock under the 2005 Equity Incentive Plan and the 2005 Non-Employee Directors’ Stock Option Plan, filed with the SEC on May 7, 2009; |
| • | Registration Statement on Form S-8 (File No. 333-150730), registering 962,683 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2005 Employee Stock Purchase Plan, filed with the SEC on May 8, 2008; |
| • | Registration Statement on Form S-8 (File No. 333-142844), registering 934,728 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2005 Employee Stock Purchase Plan, filed with the SEC on May 11, 2007; |
2
| • | Registration Statement on Form S-8 (File No. 333-133357), registering 744,714 shares of Common Stock under the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2005 Employee Stock Purchase Plan, filed with the SEC on April 18, 2006; and |
| • | Registration Statement on Form S-8 (File No. 333-125518), registering 3,428,418 shares of Common Stock under the 1999 Stock Plan, the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan, and the 2005 Employee Stock Purchase Plan, filed with the SEC on June 3, 2005. |
On July 5, 2016, pursuant to the Agreement and Plan of Merger, dated as of May 21, 2016 (the “Merger Agreement”), by and among XenoPort, a Delaware corporation, Arbor Pharmaceuticals, LLC, a Delaware limited liability company (“Parent”), and AP Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into XenoPort with XenoPort surviving as a wholly owned subsidiary of Parent (the “Merger”). In connection with the Merger and other transactions contemplated by the Merger Agreement, XenoPort has terminated any and all offerings of its Securities pursuant to the Registration Statements. Accordingly, XenoPort hereby terminates the effectiveness of each Registration Statement and removes from registration any and all securities of XenoPort registered but unsold under the Registration Statements as of the date hereof.
3
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, XenoPort certifies that it has reasonable grounds to believe that it meets all of the requirements for filing Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on July 13, 2016.
| XENOPORT, INC. | ||
| By: | /s/ Leslie Zacks | |
| Leslie Zacks | ||
| Secretary and Treasurer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities below on the date indicated.
| Signature | Title | Date | ||
/s/ Edward J. Schutter | President and Director (Principal Executive Officer) | July 13, 2016 | ||
| Edward J. Schutter | ||||
/s/ Leslie Zacks | Secretary and Treasurer (Principal Financial Officer) | July 13, 2016 | ||
| Leslie Zacks | ||||
4