Post-effective Amendment to an S-8 Filing (s-8 Pos)
July 02 2014 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167552
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190488
UNDER
THE
SECURITIES ACT OF 1933
FURIEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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27-1197863
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3900 Paramount Parkway, Suite 150
Morrisville, North Carolina 27560
(Address of Principal Executive Offices) (Zip Code)
Furiex Pharmaceuticals, Inc. 2010 Stock Plan
Furiex Pharmaceuticals, Inc. 2010 Stock Plan, as amended
(Full title of the plan)
A. Robert D. Bailey
President
Forest
Laboratories, LLC
Morris Corporate Center III
400 Interpace Parkway
Parsippany, New Jersey 07054
(862) 261-7000
(Name,
address and telephone number of agent for service)
With
Copies to:
Andrew Ment, Esq.
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New
York, NY 10018
(212) 841-1000
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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Form S-8 Registration Statements of Furiex Pharmaceuticals, Inc., a Delaware
corporation (Furiex) (collectively, the Registration Statements):
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Registration Statement No. 333-167552, filed with the United States Securities and Exchange Commission (the SEC) on June 16, 2010, registering 1,778,641 shares of Furiex common stock, par value
$0.001 per share (the Shares), under the Furiex Pharmaceuticals, Inc. 2010 Stock Plan.
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Registration Statement No. 333-190488, filed with the SEC on August 8, 2013, registering 400,000 Shares under the Furiex Pharmaceuticals, Inc. 2010 Stock Plan, as amended.
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Furiex is filing this Post-Effective Amendment to its Registration Statements to withdraw and remove from registration the unissued and unsold
securities issuable by Furiex pursuant to the above referenced Registration Statements.
Pursuant to an Agreement and Plan of Merger (the
Merger Agreement), dated as of April 27, 2014, among Furiex, Forest Laboratories, LLC, a Delaware limited liability company (as successor to Forest Laboratories, Inc.) (Forest), and Royal Empress, Inc., a Delaware
corporation and a wholly owned subsidiary of Forest (Merger Sub), on July 2, 2014, Merger Sub merged with and into Furiex (the Merger), with Furiex surviving as a wholly owned subsidiary of Forest. Pursuant to the terms
of the Merger Agreement, each Share issued and outstanding immediately prior to the effective time of the Merger ceased to be outstanding and (other than (i) Shares owned by Furiex as treasury stock, (ii) Shares owned by Forest, Merger Sub
or any wholly owned subsidiary of Forest or Furiex and (iii) Shares that are held by any stockholders who are entitled to and who properly demand appraisal in connection with the Merger) was canceled and converted automatically into the right
to receive (i) $95.00 in cash, without interest, less any applicable withholding taxes and (ii) one contractual contingent value right, which represents the right to receive a contingent payment of up to $30.00 in cash, without interest,
less any applicable withholding taxes, upon the achievement of one of certain milestones.
As a result of the consummation of the
transactions contemplated by the Merger Agreement, Furiex has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by Furiex in each of the Registration Statements to remove from
registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, Furiex hereby removes and withdraws from registration any and all securities of Furiex
registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 these Post-Effective Amendments to Form S-8 Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York,
on July 2, 2014.
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FURIEX PHARMACEUTICALS, INC.
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By:
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S
/ A. R
OBERT
D. B
AILEY
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A. Robert D. Bailey
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President, Director
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the
following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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S
/ A. R
OBERT
D. B
AILEY
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President, Director
(Principal Executive Officer)
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July 2, 2014
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A. Robert D. Bailey
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S
/ R
ITA
W
EINBERGER
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Treasurer
(Principal Financial and Accounting Officer)
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July 2, 2014
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Rita Weinberger
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S
/ K
IRA
S
CHWARTZ
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Secretary, Director
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July 2, 2014
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Kira Schwartz
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