As filed with the Securities and Exchange Commission on February 22, 2019
RegistrationNo. 333-130241
RegistrationNo. 333-141804
RegistrationNo. 333-149225
RegistrationNo. 333-151857
RegistrationNo. 333-158142
RegistrationNo. 333-160109
RegistrationNo. 333-176014
RegistrationNo. 333-196414
RegistrationNo. 333-206132
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-130241
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-141804
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-149225
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-151857
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-158142
Post-Effective Amendment No. 2 to FormS-8 Registration StatementNo. 333-160109
Post-Effective Amendment No. 2 to FormS-8 Registration StatementNo. 333-176014
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-196414
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-206132
UNDER
THE SECURITIES ACT OF 1933
NXSTAGE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3454702 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
350 Merrimack Street
Lawrence, MA 01843
(978)687-4700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1999 Stock Option and Grant Plan
2005 Stock Incentive Plan
2005 Employee Stock Purchase Plan
2014 Omnibus Incentive Plan
(Full Titles of the Plans)
William Valle
Chief Executive Officer
NxStage Medical, Inc.
350 Merrimack Street
Lawrence, MA 01843
(978)687-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Paul Kinsella
Zachary Blume
Ropes & Gray LLP
Prudential Tower
800 Boylston St.
Boston, Massachusetts 02199
(617)951-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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 SECURITIES
NxStage Medical, Inc., a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following registration statements on FormS-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) to deregister any and all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”) registered but unsold or otherwise unissued under each of the following Registration Statements as of the date hereof:
| • | Registration Statement onForm S-8 (No.333-130241), pertaining to the registration of an aggregate of 4,085,009 Shares, issuable under the Registrant’s 1999 Stock Option and Grant Plan and/or the Registrant’s 2005 Stock Incentive Plan and 50,000 Shares issuable under the Registrant’s 2005 Employee Stock Purchase Plan, which was filed with the Securities and Exchange Commission (the “Commission”) on December 9, 2005. |
| • | Registration Statement onForm S-8 (No.333-141804), pertaining to the registration of an aggregate of 600,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on April 2, 2007. |
| • | Registration Statement onForm S-8 (No.333-149225), pertaining to the registration of an aggregate of 50,000 Shares, issuable under the Registrant’s 2005 Employee Stock Purchase Plan and 3,800,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on February 14, 2008. |
| • | Registration Statement onForm S-8 (No.333-151857), pertaining to the registration of an aggregate of 50,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on June 23, 2008. |
| • | Registration Statement onForm S-8 (No.333-158142), pertaining to the registration of an aggregate of 500,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on March 23, 2009. |
| • | Registration Statement onForm S-8 (No.333-160109), pertaining to the registration of an aggregate of 4,100,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on June 19, 2009. |
| • | Registration Statement onForm S-8 (No. 333-176014), pertaining to the registration of an aggregate of 4,000,000 Shares, issuable under the Registrant’s 2005 Stock Incentive Plan, which was filed with the Commission on August 3, 2011. |
| • | Registration Statement onForm S-8 (No. 333-196414), pertaining to the registration of an aggregate of 5,600,000 Shares, issuable under the Registrant’s 2014 Omnibus Incentive Plan, which was filed with the Commission on May 30, 2014. |
| • | Registration Statement onForm S-8 (No. 333-206132), pertaining to the registration of an aggregate of 200,000 Shares, issuable under the Registrant’s 2005 Employee Stock Purchase Plan, which was filed with the Commission on August 6, 2015. |
Pursuant to an Agreement and Plan of Merger, dated as of August 7, 2017, by and among Fresenius Medical Care Holdings, Inc., a New York corporation (“Fresenius”), Broadway Renal Services, a Delaware corporation and a wholly owned subsidiary of Fresenius (“Merger Sub”), and Registrant, pursuant to which, upon the terms and subject to the conditions thereof, Merger Sub was merged with and into Registrant, with Registrant being the surviving corporation (the “Merger”). The Merger became effective on February 21, 2019.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all (i) Shares and (ii) deferred compensation obligations registered but unsold or otherwise unissued under each of the above Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of certain of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remained unsold at the termination of the offering.
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 FormS-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrence, Commonwealth of Massachusetts, on February 22, 2019.
NXSTAGE MEDICAL, INC. | ||
| By: | /S/ William Valle | |
| Name: | William Valle | |
| Title: | Chief Executive Officer | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.