As filed with the Securities and Exchange Commission on December 2, 2016
Registration No. 333-193811
Registration No. 333-206540
Registration No. 333-208889
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO. 333-193811
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO. 333-206540
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8 REGISTRATION STATEMENT NO. 333-208889
Under
The Securities Act of 1933
KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD.
(Exact name of Registrant as specified in its charter)
| Japan | 98-1295657 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
4-20-3 Ebisu, Shibuya-ku
Tokyo, Japan
+81 3-5789-5872
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2002 Stock Option and Restricted Stock Plan
2012 Equity Incentive Plan
2014 Equity Incentive Plan
(Full title of the plan(s))
Ryo Kubota, M.D., Ph.D.
Chairman, President and Chief Executive Officer
Kubota Pharmaceutical Holdings Co., Ltd.
4-20-3 Ebisu, Shibuya-ku
Tokyo, Japan
+81 3-5789-5872
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Yoichiro Taku
Brian Keyes
Michael Nordtvedt
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104
(206) 883-2500
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 | ☒ | |||
| Non-accelerated filer | ☐ (do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments No. 1 (the “Amendments”) amend the Registration Statements on Form S-8 (registration numbers 333-193811 (filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2014), 333-206540 (filed with the SEC on August 24, 2015) and 333-208889 (filed with the SEC on January 6, 2016)) (collectively, the “Registration Statements”) which registered an aggregate of 5,222,671 shares of common stock, without par value (the “Common Stock”) of Acucela Inc. (“Acucela US”) issuable pursuant to Acucela US’s 2002 Stock Option and Restricted Stock Plan, 2012 Equity Incentive Plan and 2014 Equity Incentive Plan.
These Amendments are being filed by Kubota Pharmaceutical Holdings Co., Ltd., a company organized under the laws of Japan (“Holdings”), as successor issuer to Acucela US, following a merger (the “Merger”) that became effective on November 30, 2016. The Merger was effected pursuant to the Agreement and Plan of Merger among Holdings, Acucela US and Acucela North America Inc. (“US Merger Co”), a Washington corporation and wholly-owned subsidiary of Holdings, dated August 9, 2016, pursuant to which Acucela US merged with and into US Merger Co, with US Merger Co surviving as a wholly-owned subsidiary of Holdings and being renamed Acucela Inc. In connection with the closing of the Merger, all offerings of the Common Stock pursuant to the Registration Statements have been terminated. In accordance with undertakings made by Acucela US in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of Acucela US being registered under the Registration Statements that remain unsold at the termination of the offerings, Holdings, as successor issuer to Acucela US, hereby deregisters all of the Common Stock that remains unsold registered under the Registration Statements.
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 Form S-8 and has duly caused these Post Effective Amendments No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on the 2nd day of December, 2016.
| KUBOTA PHARMACEUTICAL HOLDINGS CO., LTD. | ||
| By: | /s/ Ryo Kubota | |
Ryo Kubota, M.D., Ph.D. Chairman, President and Chief Executive Officer | ||
Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, these Post-Effective Amendments No. 1 to the Registration Statements have been signed by the following persons in the capacities indicated on the 2nd day of December, 2016.
Signature | Title | Date | ||
/s/ Ryo Kubota Ryo Kubota, M.D., Ph.D. | Chairman, President and Chief Executive Officer (Principal Executive Officer, Director and Authorized Representative in the United States) | December 2, 2016 | ||
/s/ John Gebhart John Gebhart | Chief Financial Officer, Treasurer and Secretary (Principal Accounting and Financial Officer) | December 2, 2016 | ||
/s/ Shintaro Asako Shintaro Asako | Director | December 2, 2016 | ||
/s/ Shiro Mita Shiro Mita, Ph.D. | Director | December 2, 2016 | ||
/s/ Eisaku Nakamura Eisaku Nakamura | Director | December 2, 2016 | ||
/s/ Robert Takeuchi Robert Takeuchi | Director | December 2, 2016 | ||
