As filed with the Securities and Exchange Commission on November 29, 2016
Registration No. 333-171341
Registration No. 333-180184
Registration No. 333-186357
Registration No. 333-193684
Registration No. 333-202471
Registration No. 333-211463
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-171341
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-180184
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-186357
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-193684
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202471
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-211463
UNDER
THE SECURITIES ACT OF 1933
AEGERION PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 20-2960116 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
One Main Street, Suite 800
Cambridge, Massachusetts 02142
(617) 500-7867
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2006 STOCK OPTION AND GRANT PLAN, AS AMENDED
2010 STOCK OPTION AND INCENTIVE PLAN
INDUCEMENT AWARD STOCK OPTION PLAN
(Full Titles of the Plans)
Barbara Y. Chan
President
Aegerion Pharmaceuticals, Inc.
One Main Street, Suite 800
Cambridge, Massachusetts 02142
(617) 500-7867
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Paul M. Kinsella
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, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer | x |
| Accelerated filer | o |
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Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
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DEREGISTRATION OF SECURITIES
Aegerion Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following registration statements on Form S-8 (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 unissued or unsold under the Registration Statements as of the date hereof:
· Registration Statement on Form S-8 (No. 333-171341), pertaining to the registration of an aggregate of 2,662,079 Shares issuable under the 2010 Stock Option and Incentive Plan and 1,754,120 Shares issuable under the 2006 Stock Option and Grant Plan, as amended, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 22, 2010.
· Registration Statement on Form S-8 (No. 333-180184), pertaining to the registration of an aggregate of 1,553,673 Shares issuable under the 2010 Stock Option and Incentive Plan, which was filed with the Commission on March 16, 2012.
· Registration Statement on Form S-8 (No. 333-186357), pertaining to the registration of an aggregate of 1,019,590 Shares issuable under the 2010 Stock Option and Incentive Plan and 1,000,000 Shares issuable under the Inducement Award Stock Option Plan, which was filed with the Commission on January 31, 2013.
· Registration Statement on Form S-8 (No. 333-193684), pertaining to the registration of an aggregate of 1,175,372 Shares issuable under the 2010 Stock Option and Incentive Plan and 1,000,000 Shares issuable under the Inducement Award Stock Option Plan, which was filed with the Commission on January 31, 2014.
· Registration Statement on Form S-8 (No. 333-202471), pertaining to the registration of an aggregate of 1,138,596 Shares issuable under the 2010 Stock Option and Incentive Plan and 750,000 Shares issuable under the Inducement Award Stock Option Plan, which was filed with the Commission on March 3, 2015.
· Registration Statement on Form S-8 (No. 333-211463), pertaining to the registration of an aggregate of 1,178,564 Shares issuable under the 2010 Stock Option and Incentive Plan, which was filed with the Commission on May 19, 2016.
Pursuant to an Agreement and Plan of Merger, dated June 14, 2016, by and among the Registrant, QLT Inc., a British Columbia corporation (“QLT”), and Isotope Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of QLT (“MergerCo”), MergerCo was merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger. The Merger became effective on November 29, 2016.
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 Shares registered but unissued or unsold under the Registration Statements as of the date hereof.
This filing is made in accordance with an undertaking by the Registrant in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuances but remained unsold at the termination of the offering.
SIGNATURE
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on November 29, 2016.
| AEGERION PHARMACEUTICALS, INC. | |
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| By: | /s/ Jennifer Fitzpatrick |
| Name: | Jennifer Fitzpatrick |
| Title: | Vice President, Corporate Counsel and Secretary |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
