As filed with the Securities and Exchange Commission on February 23, 2015
Registration No. 033-79622
Registration No. 333-17521
Registration No. 333-94269
Registration No. 333-124821
Registration No. 333-126817
Registration No. 333-126823
Registration No. 333-159363
Registration No. 333-168533
Registration No. 333-176012
Registration No. 333-188491
Registration No. 333-195804
Registration No. 333-195805
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-79622
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-17521
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-94269
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-124821
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-126817
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-126823
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-159363
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-168533
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-176012
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-188491
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195804
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195805
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NPS PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
| 87-0439579 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
550 Hills Drive, 3rd Floor, Bedminster, New Jersey |
| 07921 |
(Address of principal executive offices) |
| (ZIP Code) |
1987 Stock Option Plan
1994 Equity Incentive Plan
1994 Non-Employee Directors’ Stock Option Plan
1994 Employee Stock Purchase Plan
1998 Stock Option Plan
2005 Omnibus Incentive Plan
NPS Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan
2014 Omnibus Equity Compensation Plan
NPS Pharmaceuticals, Inc. Deferred Compensation Plan
(Full titles of the plans)
Ellen Rosenberg
Secretary
725 Chesterbrook Blvd.
Wayne, Pennsylvania 19087
(Name and address of agent for service)
(484) 595-8800
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
George R. Bason, Jr.
William J. Chudd
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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 o |
Non-accelerated filer | o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of NPS Pharmaceuticals, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
· Registration Statement on Form S-8 (File No. 033-79622), registering 1,815,378 shares of Common Stock under the 1987 Stock Option Plan, the 1994 Equity Incentive Plan, the 1994 Employee Stock Purchase Plan and the 1994 Non-Employee Directors’ Stock Option Plan, filed with the Securities and Exchange Commission on May 31, 1994;
· Registration Statement on Form S-8 (File No. 333-17521), registering 900,000 shares of Common Stock under the 1994 Equity Incentive Plan, the 1994 Non-Employee Directors’ Stock Option Plan and the 1994 Employee Stock Purchase Plan, filed with the Securities and Exchange Commission on December 9, 1996;
· Registration Statement on Form S-8 (File No. 333-94269), registering 1,000,000 shares of Common Stock, under the 1998 Stock Option Plan, filed with the Securities and Exchange Commission on January 7, 2000.
· Registration Statement on Form S-8 (File No. 333-124821), registering 5,500,000 shares of Common Stock under the 1998 Stock Option Plan, filed with the Securities and Exchange Commission on May 11, 2005;
· Registration Statement on Form S-8 (File No. 333-126817), registering 350,000 shares of Common Stock under the 1994 Employee Stock Purchase Plan, filed with the Securities and Exchange Commission on July 22, 2005.
· Registration Statement on Form S-8 (File No. 333-126823), registering 2,700,000 shares of Common Stock under the 2005 Omnibus Incentive Plan, filed with the Securities and Exchange Commission on July 22, 2005;
· Registration Statement on Form S-8 (File No. 333-159363), registering 1,800,000 shares of Common Stock under the 2005 Omnibus Incentive Plan, filed with the Securities and Exchange Commission on May 20, 2009;
· �� Registration Statement on Form S-8 (File No. 333-168533), registering 500,000 shares of Common Stock under the 2010 Employee Stock Purchase Plan, filed with the Securities and Exchange Commission on August 4, 2010;
· Registration Statement on Form S-8 (File No. 333-176012), registering 4,650,000 shares of Common Stock under the 2005 Omnibus Incentive Plan, filed with the Securities and Exchange Commission on August 3, 2011;
· Registration Statement on Form S-8 (File No. 333-188491), registering 3,500,000 shares of Common Stock under the 2005 Omnibus Incentive Plan, filed with the Securities and Exchange Commission on May 9, 2013;
· Registration Statement on Form S-8 (File No. 333-195804), registering 7,000,000 shares of Common Stock under the 2014 Omnibus Equity Compensation Plan, filed with the Securities and Exchange Commission on May 8, 2014; and
· Registration Statement on Form S-8 (File No. 333-195805), registering 10,000,000 shares of Common Stock under the NPS Pharmaceuticals, Inc. Deferred Compensation Plan, filed with the Securities and Exchange Commission on May 8, 2014.
On February 21, 2015, pursuant to that certain Agreement and Plan of Merger, dated as of January 11, 2015, by and among the Company, Shire Pharmaceutical Holdings Ireland Limited, a company incorporated in Ireland (“SPHIL”), Knight Newco 2, Inc. (“Purchaser”), a Delaware corporation and an indirect wholly owned
subsidiary of Shire plc, a company incorporated in Jersey, Channel Islands (“Shire”), and, solely for limited purposes set forth therein, Shire plc, Purchaser merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Shire (the “Merger”).
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 terminates the effectiveness of each Registration Statement and removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
[Signature Page Follows]
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, State of Pennsylvania, on this 23rd day of February, 2015.
| NPS PHARMACEUTICALS, INC. | |
|
| |
| By: | /s/ Ellen Rosenberg |
| Name: | Ellen Rosenberg |
| Title: | Secretary |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.