As filed with the Securities and Exchange Commission on April 28, 2017
RegistrationNo. 333-210192
RegistrationNo. 333-202644
RegistrationNo. 333-194134
RegistrationNo. 333-187226
RegistrationNo. 333-183131
RegistrationNo. 333-177606
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-210192
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-202644
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-194134
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-187226
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-183131
Post-Effective Amendment No. 1 to FormS-8 Registration StatementNo. 333-177606
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-0119051 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
4410 Rosewood Drive
Pleasanton, CA 94588
(Address of principal executive offices)
2012 Stock Plan
2011 Equity Incentive Plan
2011 Employee Stock Purchase Plan
2005 Stock Incentive Plan
(Full Title of the Plans)
A. Robert D. Bailey
Chief Legal Officer and Corporate Secretary
Allergan plc
Morris Corporate Center III
400 Interpace Parkway
Parsippany, New Jersey 07054
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(862)261-7000
Copy to:
Andrew L. Bab
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
(212)909-6323
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 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 | ☐ (Do not check if smaller reporting company) | 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 13(a) of the Exchange Act. ¨ ☐
DEREGISTRATION OF SECURITIES
ZELTIQ Aesthetics, Inc., an Delaware corporation (the “Company”) is filing these Post-Effective Amendments to each of the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) to deregister any and all securities that remain unsold under such Registration Statements.
| (1) | Registration StatementNo. 333-177606, filed with the Securities and Exchange Commission (the “Commission”) on October 28, 2011, pertaining to the registration of 4,895,069 shares of the Company’s common stock under the Company’s 2005 Stock Incentive Plan, 2,089,234 shares of the Company’s common stock under the Company’s 2011 Equity Incentive Plan and 870,018 shares of the Company’s common stock under the Company’s 2011 Employee Stock Purchase Plan; |
| (2) | Registration StatementNo. 333-183131, filed with the Commission on August 7, 2012 pertaining to the registration of 1,500,000 shares of the Company’s common stock under the Company’s 2012 Stock Plan; |
| (3) | Registration StatementNo. 333-187226, filed with the Commission on March 13, 2013, pertaining to the registration of 1,200,000 shares of the Company’s common stock under the Company’s 2011 Equity Incentive Plan and 150,000 shares of the Company’s common stock under the Company’s 2011 Employee Stock Purchase Plan; |
| (4) | Registration StatementNo. 333-194134, filed with the Commission on February 26, 2014, pertaining to the registration of 1,851,794 shares of the Company’s common stock under the Company’s 2011 Equity Incentive Plan and 370,358 shares of the Company’s common stock under the Company’s 2011 Employee Stock Purchase Plan; |
| (5) | Registration StatementNo. 333-202644, filed with the Commission on March 10, 2015, pertaining to the registration of 1,000,000 shares of the Company’s common stock under the Company’s 2011 Equity Incentive Plan; and |
| (6) | Registration StatementNo. 333-210192, filed with the Commission on March 15, 2016, pertaining to the registration of 1,000,000 shares of the Company’s common stock under the Company’s 2011 Equity Incentive Plan. |
On April 28, 2017 (the “Effective Date”), the Company consummated the merger contemplated by the Agreement and Plan of Merger, dated as of February 13, 2017 (the “Merger Agreement”), by and among the Company, Allergan Holdco US, Inc., a Delaware corporation (“Allergan”), and Blizzard Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Allergan (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Allergan.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing these Post-Effective Amendments to deregister all of the securities registered and reserved for issuance under the Registration Statements which remained unissued as of the Effective Date.
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 onForm 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 Parsippany, State of New Jersey, on April 28, 2017.
| ZELTIQ AESTHETICS, INC. | ||||||
| Dated: April 28, 2017 | ||||||
/s/ A. Robert Bailey | ||||||
| A. Robert Bailey | ||||||
| President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.
| Signature | Capacity in Which Signed | Date | ||
/s/ A. Robert Bailey | President | April 28, 2017 | ||
| A. Robert Bailey | (Principal Executive Officer) | |||
/s/ Stephen Kaufhold | Treasurer | April 28, 2017 | ||
| Stephen Kaufhold | (Principal Financial and Accounting Officer) | |||
/s/ Kira Schwartz | Secretary, Director | April 28, 2017 | ||
| Kira Schwartz | ||||
/s/ Sigurd Kirk | Vice President, Director | April 28, 2017 | ||
| Sigurd Kirk | ||||
