Post-effective Amendment to an S-8 Filing (s-8 Pos)
07 Mai 2015 - 10:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 7, 2015
Registration No. 333-184486
Registration No. 333-188088
Registration No. 333-193712
Registration No. 333-201638
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333-184486
FORM S-8
REGISTRATION
STATEMENT NO. 333-188088
FORM S-8
REGISTRATION STATEMENT NO. 333-193712
FORM S-8
REGISTRATION
STATEMENT NO. 333-201638
UNDER
THE SECURITIES ACT OF 1933
HYPERION
THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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61-1512713 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
(650)
745-7802
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
2006 Equity Incentive Plan
2012 Omnibus Incentive Plan
(Full Title of the Plans)
Timothy P.
Walbert
Chief Executive Officer
Hyperion Therapeutics, Inc.
2000 Sierra Point Parkway, Suite 400
Brisbane, CA 94005
(650)
745-7802
(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 Securities Exchange Act of 1934, as amended (the Exchange Act). (Check one):
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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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¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by Hyperion Therapeutics, Inc. (the
Company) on Form S-8 (collectively, the Registration Statements):
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Registration Statement No. 333-184486, originally filed with the Securities and Exchange Commission (the SEC) on October 18, 2012; |
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Registration Statement No. 333-188088, originally filed with the SEC on April 23, 2013; |
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Registration Statement No. 333-193712, originally filed with the SEC on January 31, 2014; and |
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Registration Statement No. 333-201638, originally filed with the SEC on January 21, 2015. |
The Company is filing this Post-Effective Amendment No. 1 to its Registration Statements to withdraw and remove from registration the
unissued and unsold securities issuable by the Company pursuant to the above referenced Registration Statements.
On May 7, 2015,
pursuant to the Agreement and Plan of Merger, dated as of March 29, 2015 (the Merger Agreement), among the Company, Horizon Pharma, Inc., a Delaware corporation and indirect wholly-owned subsidiary of Horizon Pharma plc
(Parent), and Ghrian Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser), Purchaser merged with and into the Company, with the Company continuing as the surviving
corporation and as an indirect wholly owned subsidiary of Parent.
As a result of the consummation of the transactions contemplated by the
Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from
registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company 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 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 Brisbane, State of California, on May 7, 2015.
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HYPERION THERAPEUTICS, INC. |
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By: |
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/s/ Paul W. Hoelscher |
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Paul W. Hoelscher |
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Chief Financial Officer and Secretary |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance
upon Rule 478 under the Securities Act of 1933, as amended.
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