Post-effective Amendment to an S-8 Filing (s-8 Pos)
11 Dezember 2015 - 10:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 11, 2015.
Registration No. 333-109767
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-109767
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Midatech
Pharma US Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other
Jurisdiction
of Incorporation)
81-0750194
(I.R.S. Employer
Identification Number)
8601 Six
Forks Road, Suite 160
Raleigh, NC 27615
(919) 872-5578
Point
Therapeutics, Inc. 2003 Stock Option Plan for Non-Employee Directors
Point Therapeutics, Inc. 1997 Stock Option Plan
(Full Title of the Plan)
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Christopher Clement, Chief Executive Officer
Midatech Pharma US Inc.
8601 Six Forks Road, Suite 160
Raleigh, NC 27615 (919)
872-5578 |
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With copies to:
Samuel P. Williams, Esq.
Timothy W. Matthews, Esq.
Jason S. McCaffrey, Esq.
Brown Rudnick LLP One
Financial Center Boston, MA 02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201 |
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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Accelerated filer |
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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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x |
TERMINATION OF REGISTRATION
Midatech Pharma US Inc. (the Company), formerly known as DARA BioSciences, Inc. (DARA) and Point Therapeutics, Inc.,
is filing this Post-Effective Amendment to its Registration Statement on Form S-8 (Registration No. 333-109767) filed on October 17, 2003 (the Registration Statement) to withdraw and remove from registration the unissued and
unsold Company common stock, par value $0.01 per share, issuable by the Company pursuant to the Point Therapeutics, Inc. 2003 Stock Option Plan for Non-Employee Directors and the Point Therapeutics, Inc. 1997 Stock Option Plan and previously
registered by the Company with the Securities and Exchange Commission (the SEC).
On December 4, 2015, Midatech Pharma
PLC (Midatech) completed its acquisition of the Company pursuant to an Agreement and Plan of Merger, dated as of June 3, 2015 (the Merger Agreement), by and among Midatech, Merlin Acquisition Sub, Inc., a wholly owned
subsidiary of Midatech (Merger Sub), Duke Acquisition Sub, Inc., a wholly owned subsidiary of Midatech (Secondary Merger Sub), DARA and Shareholder Representative Services, LLC, solely as representative of the stockholders of
DARA (the Stockholder Representative). Under the terms of the Merger Agreement, Merger Sub merged with and into DARA (the First Step Merger), with DARA being the surviving corporation of the First Step Merger and a wholly
owned subsidiary of Midatech (the Surviving Corporation). Immediately following the First Step Merger, the Surviving Corporation merged with and into Secondary Merger Sub, with Secondary Merger Sub surviving as a wholly owned subsidiary
of Midatech under the name Midatech Pharma US Inc. (the Second Step Merger, and together with the First Step Merger, the Mergers).
Pursuant to the terms and subject to the conditions of the Merger Agreement, each outstanding share of DARA common stock was converted into
the right to receive, without interest, certain consideration, which included 0.272 ordinary shares of Midatech, nominal value 0.0005p (the Ordinary Shares). All Ordinary Shares delivered to the holders of DARA common stock are in the
form of American Depositary Receipts, each representing the right to receive two Ordinary Shares.
As a result of the Mergers, the Company
has terminated all offerings of its securities pursuant to its existing registration statements filed with the SEC under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the
Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered that remain unsold at the termination of the offering, the Company hereby removes and withdraws
from registration all securities registered pursuant to the Registration Statement that remain unsold.
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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on December 11, 2015.
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Midatech Pharma US Inc. |
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By: |
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/s/ Christopher Clement |
Name: |
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Christopher Clement |
Title: |
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Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in
reliance upon Rule 478 of the Securities Act of 1933, as amended.
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