As filed with the Securities and Exchange Commission on September 6, 2016
Registration No. 333-192441
Registration No. 333-202678
Registration No. 333-206163
Registration No. 333-209724
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-192441
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-202678
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206163
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-209724
UNDER
THE SECURITIES ACT OF 1933
RELYPSA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 26-0893742 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
100 Cardinal Way
Redwood City, California 94063
(650) 421-9500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Amended and Restated 2007 Equity Incentive Plan, as amended
2013 Equity Incentive Award Plan
2013 Employee Stock Purchase Plan
2014 Employment Commencement Incentive Plan
(Full title of the plans)
Oliver Kronenberg
Group General Counsel
Galenica AG
Untermattweg 8-P.O. Box
CH-3027 Bern, Switzerland
+41.58.852.81.11
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Andrew Levine
Jeffrey Symons
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SHARES
These Post-Effective Amendments are being filed to deregister all unsold securities of Relypsa, Inc., a Delaware corporation (“Relypsa” or “Registrant”) that were registered on the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively the “Registration Statements”) filed with the Securities and Exchange Commission (the “SEC”):
| • | Registration Statement No. 333-192441 on Form S-8 filed with the SEC on November 20, 2013. |
| • | Registration Statement No. 333-202678 on Form S-8 filed with the SEC on March 12, 2015. |
| • | Registration Statement No. 333-206163 on Form S-8 filed with the SEC on August 6, 2015. |
| • | Registration Statement No. 333-209724 on Form S-8 filed with the SEC on February 25, 2016. |
On September 1, 2016, pursuant to an Agreement and Plan of Merger dated as of July 20, 2016, among Relypsa, Vifor Pharma USA Inc., a Delaware corporation (“Merger Sub”), and an indirect wholly owned subsidiary of Galenica AG, a public limited company existing under the laws of Switzerland (“Parent”), Relypsa merged with and into Merger Sub (the “Merger”), with Relypsa continuing as surviving corporation and an indirect wholly owned subsidiary of Parent.
In connection with the Merger, Relypsa has terminated all offerings of Relypsa’s securities pursuant to the Registration Statements. Accordingly, pursuant to the undertakings 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, Relypsa is filing this post-effective amendment to the Registration Statements to deregister all of such securities of Relypsa registered but unsold as of the effective time of the Merger under the Registration Statements, if any.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Redwood City, California, on this 6th day of September, 2016.
| RELYPSA, INC. | ||
| By: | /s/ Oliver P. Kronenberg | |
| Name: | Oliver P. Kronenberg | |
| Title: | Executive Vice President | |
