As filed with the Securities and Exchange Commission on October 2, 2020
Registration Statement No. 333-231317
333-229166
333-217666
333-215507
333-167031
333-161908
333-124190
333-31225
33-70686
33-44785
33-24970
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-231317
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-229166
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-217666
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-215507
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-167031
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-161908
Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 333-124190
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-31225
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-70686
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-44785
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-24970
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AKORN, INC.
(Exact name of registrant as specified in its charter)
Louisiana | | | | 72-0717400 |
(State or other jurisdiction of incorporation or organization) | | | | (I.R.S. Employer Identification Number) |
| | | | | |
1925 W. Field Court, Suite 300 | | | | 60045 |
Lake Forest, Illinois (Address of Principal Executive Offices) | | | | (Zip Code) |
| | | | | |
Akorn, Inc. 2017 Omnibus Incentive Compensation Plan Nonqualified Stock Option Inducement Award Agreement Performance Stock Unit Inducement Award Agreement Restricted Stock Unit Inducement Award Agreement Akorn, Inc. 2016 Employee Stock Purchase Plan Amended and Restated Akorn, Inc. Employee Stock Purchase Plan Amended and Restated Akorn, Inc. 2003 Stock Option Plan 1991 Akorn, Inc. Stock Option Plan for Directors Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program (Full title of the plan) |
Joseph Bonaccorsi, Esq.
Executive Vice President, General Counsel and Secretary
Akorn, Inc.
1925 W. Field Court, Suite 300
Lake Forest, Illinois 60045
(Name and address of agent for service)
(847) 279-6100
(Telephone number, including area code, of agent for service)
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 Exchange Act.
| Large accelerated filer | | ¨ | | Accelerated filer | | x |
| 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
These Post-Effective Amendments (these “Post-Effective Amendments”), filed by Akorn, Inc., a Louisiana corporation (the “Company”), relate to the following Registration Statements on Form S-8 filed by the Company (each a “Registration Statement,” and collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”):
| · | Registration Statement on Form S-8 (No. 333-231317), filed with the SEC on May 9, 2019, pertaining to the registration of an additional 4,400,000 shares of common stock, no par value, of the Company (the “Common Stock”) in connection with the Akorn, Inc. 2017 Omnibus Incentive Compensation Plan. |
| · | Registration Statement on Form S-8 (No. 333-229166), filed with the SEC on January 8, 2019, pertaining to the registration of 1,674,973 shares of Common Stock in connection with the Nonqualified Stock Option Inducement Award Agreement, the Performance Stock Unit Inducement Award Agreement and the Restricted Stock Unit Inducement Award Agreement. |
| · | Registration Statement on Form S-8 (No. 333-217666), filed with the SEC on May 4, 2017, pertaining to the registration of 8,000,000 shares of Common Stock in connection with the Akorn, Inc. 2017 Omnibus Incentive Compensation Plan. |
| · | Registration Statement on Form S-8 (No. 333-215507), filed with the SEC on January 10, 2017, pertaining to the registration of 2,000,000 shares of Common Stock in connection with the Akorn, Inc. 2016 Employee Stock Purchase Plan. |
| · | Registration Statement on Form S-8 (No. 333-167031), filed with the SEC on May 21, 2010, as amended by Post-Effective Amendment No. 1 to Form S-8, as filed with the SEC on September 6, 2012, pertaining to the registration of an additional 1,000,000 shares of Common Stock in connection with the Amended and Restated Akorn, Inc. Employee Stock Purchase Plan. |
| · | Registration Statement on Form S-8 (No. 333-161908), filed with the SEC on September 14, 2009, as amended by Post-Effective Amendment No. 1 to Form S-8, as filed with the SEC on September 6, 2012, pertaining to the registration of an additional 6,000,000 shares of Common Stock in connection with the Amended and Restated Akorn, Inc. 2003 Stock Option Plan. |
| · | Registration Statement on Form S-8 (No. 333-124190), filed with the SEC on April 20, 2005, as amended by Post-Effective Amendment No. 1 to Form S-8, as filed with the SEC on October 26, 2007, and Post-Effective Amendment No. 2 to Form S-8, as filed with the SEC on September 6, 2012, pertaining to the registration of 5,000,000 shares of Common Stock in connection with the Amended and Restated Akorn, Inc. 2003 Stock Option Plan. |
| · | Registration Statement on Form S-8 (No. 333-31225), filed with the SEC on July 14, 1997, pertaining to the registration of an additional 1,000,000 shares of Common Stock in connection with the Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program. |
| · | Registration Statement on Form S-8 (No. 33-70686), filed with the SEC on October 22, 1993, pertaining to any and all shares of Common Stock remaining under such Registration Statement in connection with the Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program. |
| · | Registration Statement on Form S-8 (No. 33-44785), filed with the SEC on December 30, 1991, pertaining to any and all shares of Common Stock remaining under such Registration Statement in connection with the 1991 Akorn, Inc. Stock Option Plan for Directors. |
| · | Registration Statement on Form S-8 (No. 33-24970), filed with the SEC on October 13, 1988, pertaining to any and all shares of Common Stock remaining under such Registration Statement in connection with the Amended and Restated Akorn, Inc. 1988 Incentive Compensation Program. |
On October 1, 2020, the Company emerged from bankruptcy, pursuant to that certain Modified Joint Chapter 11 Plan of Akorn, Inc. and Its Debtor Affiliates approved and confirmed by the U.S. Bankruptcy Court for the District of Delaware on September 4, 2020. As a result of the emergence, all offers and sales of the Company’s securities pursuant to the Registration Statements have been terminated.
In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements.
SIGNATURES
The Registrant. 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 this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on October 2, 2020.
| | AKORN, INC. |
| | |
| | By: | | /s/ Joseph Bonaccorsi |
| | Name: | | Joseph Bonaccorsi |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.
