As filed with the Securities and Exchange Commission on April 2, 2020
Registration No. 333-231343
Registration No. 333-224791
Registration No. 333-217898
Registration No. 333-214244
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-231343
Form S-8 Registration No. 333-224791
Form S-8 Registration No. 333-217898
Form S-8 Registration No. 333-214244
UNDER THE SECURITIES ACT OF 1933
RA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 26-2908274 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 87 Cambridgepark Drive Cambridge, MA | 02140 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Ra Pharmaceuticals, Inc. 2010 Stock Option and Grant Plan
Ra Pharmaceuticals, Inc. 2016 Stock Award and Incentive Plan
Ra Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plans)
Douglas A. Treco, Ph.D.
President and Chief Executive Officer
Ra Pharmaceuticals, Inc.
87 Cambridgepark Drive
Cambridge, MA 02140
(Name and address of agent for service)
(617) 401-4060
(Telephone number, including area code, of agent for service)
Copies to:
| J. D. Weinberg | David C. Lubner | |
| Covington & Burling LLP | Executive Vice President | |
| The New York Times Building | and Chief Financial Officer | |
| 620 Eighth Avenue | Ra Pharmaceuticals, Inc. | |
| New York, New York 10018 | 87 Cambridgepark Drive | |
| (212) 841-1037 | Cambridge, Massachusetts 02140 | |
| (617) 401-4060 |
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | 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 7(a)(2)(B) of the Securities Act.¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to 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”) by Ra Pharmaceuticals, Inc. (the “Registrant”):
| • | Registration Statement No. 333-231343, filed with the SEC on May 9, 2019, pertaining to the registration of 1,682,915 shares of the common stock of the Registrant, $0.001 par value per share (the “Common Stock”), reserved for issuance under the Ra Pharmaceuticals, Inc. 2016 Stock Award and Incentive Plan, as amended from time to time (the “2016 Plan”), and 300,000 share of Common Stock reserved for issuance under the Ra Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, as amended from time to time (the “2016 ESPP”); |
| • | Registration Statement No. 333-224791, filed with the SEC on May 9, 2018, pertaining to the registration of 905,067 shares of Common Stock reserved for issuance under the 2016 Plan and 226,266 shares of Common Stock reserved for issuance under the 2016 ESPP; |
| • | Registration Statement No. 333-217898, filed with the SEC on May 11, 2017, pertaining to the registration of 901,846 shares of Common Stock reserved for issuance under the 2016 Plan and 225,461 shares of Common Stock reserved for issuance under the 2016 ESPP; and |
| • | Registration Statement No. 333-214244, filed with the SEC on October 26, 2016, pertaining to the registration of 2,095,494 shares of Common Stock reserved for issuance under the Ra Pharmaceuticals, Inc. 2010 Stock Option and Grant Plan (the “2010 Plan”), 1,401,109 shares of Common Stock reserved for issuance under the 2016 Plan, and 175,000 share of Common Stock reserved for issuance under the 2016 ESPP. |
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to deregister all securities that remain unsold under the above-referenced Registration Statements.
On April 2, 2020, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 9, 2019, by and among UCB S.A., asociété anonyme formed under the Laws of Belgium (“Parent”), Franq Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as an indirect wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statements, if any, as of the date hereof.
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 the requirements for filing on Form S-8 and has duly caused the Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Massachusetts on April 2, 2020.
| RA PHARMACEUTICALS, INC. | ||
| By: | /s/ David C. Lubner | |
| David C. Lubner | ||
| Executive Vice President and Chief Financial Officer | ||
| (principal financial officer and principal accounting officer) | ||
Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements, in reliance upon Rule 478 under the Securities Act of 1933, as amended.