Post-effective Amendment to an S-8 Filing (s-8 Pos)
April 01 2016 - 6:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 1, 2016
Form S-8 Registration No. 333-11299
Form S-8 Registration No. 333-35287
Form S-8 Registration No. 333-85575
Form S-8 Registration No. 333-34320
Form S-8 Registration No. 333-52804
Form S-8 Registration No. 333-59158
Form S-8 Registration No. 333-59160
Form S-8 Registration No. 333-123452
Form S-8 Registration No. 333-129269
Form S-8 Registration No. 333-151771
Form S-8 Registration No. 333-166894
Form S-8 Registration No. 333-176638
Form S-8 Registration No. 333-182456
Form S-8 Registration No. 333-204271
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-34320
Form S-8 Registration No. 333-52804
Form S-8 Registration No. 333-59158
Form S-8 Registration No. 333-59160
Form S-8 Registration No. 333-123452
Form S-8 Registration No. 333-129269
Form S-8 Registration No. 333-151771
Form S-8 Registration No. 333-166894
Form S-8 Registration No. 333-176638
Form S-8 Registration No. 333-182456
Form S-8 Registration No. 333-204271
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-8 Registration No. 333-11299
Form S-8 Registration No. 333-35287
Form S-8 Registration No. 333-85575
UNDER
THE
SECURITIES ACT OF 1933
AFFYMETRIX, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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77-0319159
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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3420 CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 731-5000
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
1993 STOCK
PLAN
1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
1998 STOCK INCENTIVE PLAN
GMS/AFFYMETRIX 1998 STOCK PLAN
AFFYMETRIX/NEOMORPHIC, INC. 1998 STOCK OPTION PLAN
AFFYMETRIX, INC. 1998 STOCK INCENTIVE PLAN
AFFYMETRIX, INC. 2000 EQUITY INCENTIVE PLAN
AFFYMETRIX, INC. AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN
PARALLELE BIOSCIENCE, INC. 2001 STOCK OPTION PLAN
2011 EMPLOYEE STOCK PURCHASE PLAN
2012 INDUCEMENT PLAN
(Full titles of the plans)
SETH H.
HOOGASIAN
PRESIDENT AND SECRETARY
AFFYMETRIX, INC.
3420
CENTRAL EXPRESSWAY
SANTA CLARA, CA 95051
(408) 731-5000
(Name,
Address, Including Zip Code, and 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, 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):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the
Registration
Statements
), filed with the Securities and Exchange Commission (the
SEC
) by Affymetrix, Inc. (the
Registrant
):
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Registration Statement No. 333-11299, filed with the SEC on September 3, 1996, registering 3,394,521 shares of the Registrants common stock, no par value, under the Registrants
1993 Stock Plan and the Registrants 1996 Nonemployee Directors Stock Option Plan, as amended on October 6, 1998.*
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Registration Statement No. 333-35287, filed with the SEC on September 10, 1997, registering 1,500,000 shares of the Registrants common stock, no par value, under the Registrants
1993 Stock Plan, as amended on October 6, 1998.*
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Registration Statement No. 333-85575, filed with the SEC on August 19, 1999, registering 1,000,000 shares of the Registrants common stock, par value $0.01, and 1,000,000 stock options under the
Registrants 1998 Stock Incentive Plan, as amended on April 18, 2001.*
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Registration Statement No. 333-34320, filed with the SEC on April 7, 2000, registering 65,828 shares of the Registrants common stock, par value $0.01, under the Registrants GMS/Affymetrix 1998
Stock Plan.*
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Registration Statement No. 333-52804, filed with the SEC on December 27, 2000, registering 122,757 shares of the Registrants common stock, par value $0.01, under the Registrants
Affymetrix/Neomorphic, Inc. 1998 Stock Option Plan.
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Registration Statement No. 333-59158, filed with the SEC on April 18, 2001, registering 1,600,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
1998 Stock Incentive Plan.
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Registration Statement No. 333-59160, filed with the SEC on April 18, 2001, registering 5,000,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
2000 Equity Incentive Plan.
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Registration Statement No. 333-123452, filed with the SEC on March 18, 2005, registering 2,500,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
Amended and Restated 2000 Equity Incentive Plan.
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Registration Statement No. 333-129269, filed with the SEC on October 27, 2005, registering 190,944 shares of the Registrants common stock, par value $0.01, under the Registrants ParAllele
BioScience, Inc. 2001 Stock Option Plan.
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Registration Statement No. 333-151771, filed with the SEC on June 19, 2008, registering 4,200,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
Amended and Restated 2000 Equity Incentive Plan.
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Registration Statement No. 333-166894, filed with the SEC on May 17, 2010, registering 4,500,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
Amended and Restated 2000 Equity Incentive Plan.
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Registration Statement No. 333-176638, filed with the SEC on September 1, 2011, registering 7,000,000 shares of the Registrants common stock, par value $0.01, under the Registrants 2011 Employee
Stock Purchase Plan.
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Registration Statement No. 333-182456, filed with the SEC on June 29, 2012, registering 2,000,000 shares of the Registrants common stock, par value $0.01, under the Registrants 2012 Inducement
Plan.
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Registration Statement No. 333-204271, filed with the SEC on May 18, 2015, registering 2,400,000 shares of the Registrants common stock, par value $0.01, under the Registrants Affymetrix, Inc.
Amended and Restated 2000 Equity Incentive Plan.
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On August 21, 2000, the Registrant effected a 2 for 1 stock split of all outstanding shares of its common stock. The share amounts listed in the first four bullets above are presented on a pre-split basis and
therefore do not reflect this stock split.
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On January 8, 2016, the Registrant entered into an Agreement and Plan of
Merger (the
Merger Agreement
) with Thermo Fisher Scientific Inc., a Delaware corporation (
Thermo Fisher
), and White Birch Merger Co., a Delaware corporation and a wholly owned subsidiary of Thermo Fisher
(
Merger Sub
), pursuant to which, on March 31, 2016, Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company and a wholly owned subsidiary of Thermo Fisher (the
Merger
).
In connection with the Merger, the Registrant has terminated all offerings of the Registrants
securities pursuant to the above-referenced Registration Statements. Accordingly, pursuant to the undertakings contained in such Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities
registered that remain unsold at the termination of the offerings, the Registrant is filing this post-effective amendment to the Registration Statements to deregister, and does hereby remove from registration, all the shares of the Registrants
common stock registered under such Registration Statements that remain unsold as of the date hereof, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Waltham, State of Massachusetts, on April 1, 2016.
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AFFYMETRIX, INC.
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By:
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/s/ Seth H. Hoogasian
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Name:
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Seth H. Hoogasian
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Title:
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President and Secretary
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
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