As filed with the Securities and Exchange Commission on May 7, 2019
RegistrationNo. 333-228428
RegistrationNo. 333-212958
RegistrationNo. 333-201758
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-228428
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-212958
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-201758
PRESBIA PLC
(Exact name of registrant as specified in its charter)
| Ireland | 98-1162329 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 7, Sandyford Office Centre, 17 Corrig Road,
Sandyford, Dublin 18 Ireland
(Address of Principal Executive Offices)
PRESBIA INCENTIVE PLAN
(Full title of the plan)
Zohar Loshitzer
Chief Executive Officer
Suite 7, Sandyford Office Centre, 17 Corrig Road,
Sandyford, Dublin 18 Ireland
+353 (1) 551 1487
(Name, address and telephone number of agent for service)
Copy to:
David L. Goret, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212)262-6700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | 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 ORDINARY SHARES
These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Presbia PLC (the “Company”), deregister all of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), remaining unissued under the following Registration Statements on FormS-8 (each, a “Registration Statement” and collectively, the “Registration Statements”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”), amounting to 2,342,428 shares in the aggregate remaining so unissued and therefore deregistered hereby:
| • | Registration StatementNo. 333-228428, filed on November 16, 2018, relating to the Presbia Incentive Plan, as amended (the “Plan”); |
| • | Registration StatementNo. 333-212958, filed on August 5, 2016, relating to the Plan; and |
| • | Registration StatementNo. 333-201758, filed on January 29, 2015, relating to the Plan. |
In connection with the partial reduction of scope of the business of the Company in the United States as previously announced in the Company’s Current Report on Form8-K filed on April 22, 2019, the offering under the Plan has been terminated. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which had been registered for issuance but which remain unsold at the termination of the offerings subject to the Registration Statements, the Company hereby removes and withdraws from registration any and all securities registered under the Registration Statements that remain unsold as of the date hereof, amounting to 2,342,428 shares in the aggregate remaining so unissued and therefore deregistered hereby.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 7th day of May, 2019.
| Presbia PLC | ||
| By: | /s/ Zohar Loshitzer | |
Name: Zohar Loshitzer Title: Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Zohar Loshitzer Zohar Loshitzer | Chief Executive Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) | May 7, 2019 | ||
/s/ Robert Cresci Robert Cresci | Director | May 7, 2019 | ||
/s/ Gerald Farrell, Ph.D. Gerald Farrell, Ph.D. | Director | May 7, 2019 | ||
/s/ Richard Ressler Richard Ressler | Director | May 7, 2019 | ||
/s/ Mark Yung Mark Yung | Director | May 7, 2019 | ||
