As filed with the Securities and Exchange Commission on September 13, 2016
Registration No. 333-157279
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-157279
UNDER THE SECURITIES ACT OF 1933
TRANSITION THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Ontario, Canada | None | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
101 College Street, Suite 220 Toronto, Ontario, Canada | M5G 1L7 | ||
| (Address of Principal Executive Offices) | (Zip Code) | ||
| The Amended and Restated Stock Option Plan of Transition Therapeutics Inc. | |||
| (Full title of the plans) | |||
CT Corporation System 111 Eighth Avenue, 13th Floor New York, NY 10011 (212) 894-8940 | |||
| (Name, address and telephone number, including area code, of agent for service) | |||
with copies to: Robert L. Grossman, Esq. Joshua M. Samek, Esq. Greenberg Traurig, P.A. 333 Southeast 2nd Avenue Suite 4400 Miami, Florida 33131 (305) 579-0500 | |||
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 | þ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Amendment”) relates to the Registration Statement on Form S-8, Registration Statement No. 333-157279, of Transition Therapeutics Inc., an Ontario corporation (the “Registrant”), filed with the Securities and Exchange Commission on February 12, 2009, registering the offering and sale of common shares, no par value, of the Registrant under the Registrant’s Amended and Restated Stock Option Plan (the “Registration Statement”).
On August 31, 2016, pursuant to the Arrangement Agreement, dated as of June 29, 2016, by and among OPKO Health, Inc., a Delaware corporation (“Parent”), OPKO Global Holdings, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Parent (“Sub”), and the Registrant, Sub acquired all of the equity interests of the Registrant, with the Registrant becoming a wholly-owned subsidiary of Parent (the “Arrangement”).
As a result of the Arrangement, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. Accordingly, the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date of this Amendment.
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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Toronto, Province of Ontario, Canada, on September 13, 2016.
| Transition Therapeutics Inc. | |||
| By: | /s/ Nicole Rusaw | ||
| Name: | Nicole Rusaw | ||
| Title: | Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on September 13, 2016.
| Name | Title(s) | |
| /s/ Dr. Tony Cruz | Director & Chief Executive Officer | |
| Dr. Tony Cruz | (Principal Executive Officer) | |
| /s/ Nicole Rusaw | Chief Financial Officer | |
| Nicole Rusaw | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Steven Rubin | Director | |
| Steven Rubin | ||
| /s/ Adam Logal | Director | |
| Adam Logal |
