As filed with the Securities and Exchange Commission on November 3, 2020
Registration No. 333-179075
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-179075
UNDER
THE SECURITIES ACT OF 1933
JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
| | |
| Ireland | | 98-1032470 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
Fifth Floor, Waterloo Exchange,
Waterloo Road, Dublin 4, Ireland
011-353-1-634-7800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jazz Pharmaceuticals plc 2011 Equity Incentive Plan
Jazz Pharmaceuticals plc 2007 Equity Incentive Plan
Jazz Pharmaceuticals plc 2003 Equity Incentive Plan
Jazz Pharmaceuticals plc 2007 Employee Stock Purchase Plan
Jazz Pharmaceuticals plc Amended and Restated 2007 Non-Employee Directors Stock Option Plan
Jazz Pharmaceuticals plc Amended and Restated Directors Deferred Compensation Plan
(Full titles of the plans)
Bruce C. Cozadd
Chairman and Chief Executive Officer
Jazz Pharmaceuticals plc
c/o Jazz Pharmaceuticals, Inc.
3170 Porter Drive
Palo Alto, CA 94304
(650) 496-3777
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Chadwick L. Mills, Cooley LLP
101 California Street, 5th Floor
San Francisco, CA 94111-5800
(415) 693-2000
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. ☐
EXPLANATORY NOTE / DEREGISTRATION OF SECURITIES
Jazz Pharmaceuticals plc (the “Registrant”) previously registered its ordinary shares, nominal value $0.0001 per share (“Ordinary Shares”), under a Registration Statement on Form S-8 (File No. 333-179075) filed with the U.S. Securities and Exchange Commission on January 18, 2012 (the “Registration Statement”), concerning Ordinary Shares issuable by the Registrant pursuant to various of its equity compensation plans. The Registrant is filing this post-effective amendment to the Registration Statement (this “Post-Effective Amendment”) in order to deregister Ordinary Shares registered under the Registration Statement and that remain unsold under the Registrant’s 2007 Equity Incentive Plan and the Registrant’s Amended and Restated Directors Deferred Compensation Plan (together, the “Terminated Plans”) because the Terminated Plans have been terminated and all Ordinary Shares that were issuable under the Terminated Plans have been issued or the relevant awards thereunder have expired. The number of Ordinary Shares originally registered and that remain unsold under the Terminated Plans is set forth in the table below. The Ordinary Shares that were registered under the Registration Statement relating to the Registrant’s 2011 Equity Incentive Plan, 2003 Equity Incentive Plan, 2007 Employee Stock Purchase Plan, and Amended and Restated 2007 Non-Employee Directors Stock Option Plan (collectively, the “Continuing Plans”) are not being deregistered pursuant to this Post-Effective Amendment. Accordingly, this deregistration relates solely to the unsold Ordinary Shares under the Terminated Plans.
| | | | | | | | |
Registration Statement
Number | | Date Filed with the SEC | | Name of Equity Plan or Agreement | | Number of Ordinary
Shares Originally Registered | | Number of Ordinary Shares Deregistered Hereby |
| 333-179075* | | 1/18/2012 | | 2007 Equity Incentive Plan | | 3,997,394 | | 880,150 |
| | Amended and Restated Directors Deferred Compensation Plan | | 187,657 | | 163,816 |
| * | This deregistration relates solely to the unsold Ordinary Shares under the Terminated Plans. The Ordinary Shares related to the Continuing Plans that were registered pursuant to the Registration Statement are not being deregistered pursuant to this Post-Effective Amendment. |
