As filed with the Securities and Exchange Commission on December 5, 2007.
Registration No. 333-143995
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Eurand N.V.
(Exact Name of Registrant as Specified in Its Charter)
The Netherlands 98-0455653
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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Olympic Plaza
Fred. Roeskestraat 123
1076 EE Amsterdam
The Netherlands
(Address, including zip code, of Principal Executive Offices)
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Eurand N.V. Equity Compensation Plan
(f/k/a Eurand N.V. 1999 Stock Option Plan)
(Full Title of the Plan)
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Eurand, Incorporated
845 Center Drive
Vandalia, Ohio
(937) 898-9669
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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Copy to:
Mark A. Cognetti, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (Commission File No. 333-143995), filed with the Securities and Exchange
Commission, or the Commission, on June 22, 2007, relating to the Eurand N.V.
1999 Stock Option Plan, or the Plan, is being filed by Eurand N.V., a public
limited liability company organized under the laws of the Netherlands, or the
Company, solely to reflect the change in the name of the Plan from "Eurand N.V.
1999 Stock Option Plan" to "Eurand N.V. Equity Compensation Plan," which was
amended and restated effective as of August 27, 2007.
A total of 5,388,858 ordinary shares of the Company, (euro)0.01 par value
per share, or the Ordinary Shares, issuable pursuant to the Plan were initially
registered pursuant to this Registration Statement, as filed with the Commission
on June 22, 2007. The filing fee with respect to these shares has previously
been paid in connection with this Registration Statement. No additional
securities are being registered pursuant to this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Amsterdam, The Netherlands, on December 5, 2007.
EURAND N.V.
By /s/ Gearoid Faherty
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Name: Gearoid Faherty
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
Chief Executive Officer (principal December 5, 2007
/s/ Gearoid M. Faherty executive officer)
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Gearoid M. Faherty
* Chief Financial Officer (principal December 5, 2007
- ------------------------ accounting and financial officer)
Mario Crovetto
* Director December 5, 2007
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Nicholas J. Lowcock
* Director December 5, 2007
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Alexsandar Erdeljan
* Director December 5, 2007
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William J. Jenkins
* President, Eurand, Incorporated, December 5, 2007
- ------------------------ Authorized Representative in the
United States
John Fraher
* By: /s/Gearoid Faherty
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Attorney-in-Fact