As filed with the Securities and Exchange Commission on August 14, 2018
RegistrationNo. 333-34079
RegistrationNo. 333-63470
RegistrationNo. 333-116072
RegistrationNo. 333-152008
RegistrationNo. 333-188647
RegistrationNo. 333-205723
RegistrationNo. 333-213433
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-8 REGISTRATION STATEMENT NO.333-34079
FORMS-8 REGISTRATION STATEMENT NO.333-63470
FORMS-8 REGISTRATION STATEMENT NO.333-116072
FORMS-8 REGISTRATION STATEMENT NO.333-152008
FORMS-8 REGISTRATION STATEMENT NO.333-188647
FORMS-8 REGISTRATION STATEMENT NO.333-205723
FORMS-8 REGISTRATION STATEMENT NO.333-213433
UNDER
THE SECURITIES ACT OF 1933
JUNIPER PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 59-2758596 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
14 Schoolhouse Road Somerset, New Jersey 08873 (Address of Principal Executive Officers including Zip Code) |
COLUMBIA LABORATORIES, INC. 1996 LONG-TERM PERFORMANCE PLAN
COLUMBIA LABORATORIES, INC. 2008 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED 2008 LONG-TERM INCENTIVE PLAN
2015 LONG-TERM INCENTIVE PLAN
AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN
(Full Title of the Plans)
Steven L. Fasman, Esq.
Senior Vice President, General Counsel and Secretary
Juniper Pharmaceuticals, Inc.
14 Schoolhouse Road
Somerset, New Jersey 08873
(Name and Address of Agent for Service)
(732)537-6200
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Richard A. Silfen, Esq.
Barry Steinman, Esq.
Peter D. Visalli, Esq.
Duane Morris LLP
30 South 17th Street
Philadelphia, Pennsylvania 19103
(215)979-1000
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 | ☐ (Do not check if a 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments are being filed to deregister all shares of the common stock, par value $0.01 per share (the “Shares”) of Juniper Pharmaceuticals, Inc., a Delaware corporation (the “Company”) that were registered on the following Registration Statements onForm S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed with the U.S. Securities and Exchange Commission (the “Commission”):
• | Registration Statement on FormS-8 (RegistrationNo. 333-34079), which was filed with the Commission on August 21, 1997, pertaining to the registration of 3,000,000 Shares issuable pursuant to the Company’s 1996 Long-Term Performance Plan (the “1996 Plan”); |
• | Registration Statement on FormS-8 (RegistrationNo. 333-63470), which was filed with the Commission on June 20, 2001, pertaining to the registration of an additional 3,000,000 Shares issuable pursuant to the 1996 Plan; |
• | Registration Statement on FormS-8 (RegistrationNo. 333-116072), which was filed with the Commission on June 2, 2004, pertaining to the registration of an additional 2,000,000 Shares issuable pursuant to the 1996 Plan; |
• | Registration Statement on FormS-8 (RegistrationNo. 333-152008), which was filed with the Commission on June 27, 2008, pertaining to the registration of 6,000,000 Shares issuable pursuant to the Company’s 2008 Long-Term Incentive Plan; |
• | Registration Statement on FormS-8 (RegistrationNo. 333-188647), which was filed with the Commission on May 16, 2013, pertaining to the registration of an additional 4,000,000 Shares issuable pursuant to the Company’s Amended and Restated 2008 Long-Term Incentive Plan; |
• | Registration Statement on FormS-8 (RegistrationNo. 333-205723), which was filed with the Commission on July 17, 2015, pertaining to the registration of 1,000,000 Shares issuable pursuant to the Company’s 2015 Long-Term Incentive Plan; and |
• | Registration Statement on FormS-8 (RegistrationNo. 333-213433), which was filed with the Commission on September 1, 2016, pertaining to the registration of an aggregate of 2,707,339 Shares issuable pursuant to the Company’s Amended and Restated 2015 Long-Term Plan. |
On July 2, 2018, the Company entered into an Agreement and Plan of Merger with Catalent Pharma Solutions, Inc., a Delaware corporation (“Parent”), and Catalent Boston, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), providing for, among other things, the merger of Purchaser with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger became effective on August 14, 2018.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, or the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on FormS-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Somerset, State of New Jersey, on August 14, 2018.
JUNIPER PHARMACEUTICALS, INC. | ||
By: | /s/ Steven L. Fasman | |
Name: | Steven L. Fasman | |
Title: | Senior Vice President, General Counsel and Secretary |
Pursuant to Rule 478 under the Securities Act, no other person is required to sign these Post-Effective Amendments to the Registration Statements.