As filed with the Securities and Exchange Commission on May 26, 2015
Registration No. 333-195926
Registration No. 333-188894
Registration No. 333-180850
Registration No. 333-174101
Registration No. 333-165409
Registration No. 333-162053
Registration No. 333-140480
Registration No. 333-131740
Registration No. 333-131739
Registration No. 333-122035
Registration No. 333-103113
Registration No. 333-72020
Registration No. 333-52881
Registration No. 33-98514
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-8 Registration
Statement No. 333-195926
Form S-8 Registration Statement No. 333-188894
Form S-8 Registration Statement No. 333-180850
Form S-8 Registration Statement No. 333-174101
Form S-8 Registration Statement No. 333-165409
Form S-8 Registration Statement No. 333-162053
Form S-8 Registration Statement No. 333-140480
Form S-8 Registration Statement No. 333-131740
Form S-8 Registration Statement No. 333-131739
Form S-8 Registration Statement No. 333-122035
Form S-8 Registration Statement No. 333-103113
Form S-8 Registration Statement No. 333-72020
Form S-8 Registration Statement No. 333-52881
Form S-8 Registration Statement No. 33-98514
UNDER
THE
SECURITIES ACT OF 1933
PHARMACYCLICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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94-3148201 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
995 East Arques Avenue
Sunnyvale, California 94085-4521
(Address, including zip code, of principal executive offices)
PHARMACYCLICS, INC. 2014 EQUITY INCENTIVE AWARD PLAN
PHARMACYCLICS, INC. EMPLOYEE STOCK PURCHASE PLAN
PHARMACYCLICS, INC. 2004 EQUITY INCENTIVE AWARD PLAN
1995 STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
NOTICE OF GRANT OF EMPLOYMENT COMMENCEMENT NON-QUALIFIED STOCK OPTION AND RELATED STOCK OPTION AGREEMENT BY AND BETWEEN PHARMACYCLICS, INC.
AND GEOFFREY COOPER
(Full Title of Plan)
Robert W. Duggan
Chairman of the Board and Chief Executive Officer
Pharmacyclics, Inc.
995
East Arques Avenue
Sunnyvale, California 94085-4521
(408) 774-0330
(Name and
Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65
East 55th Street
New York, New York 10022
(212) 451-2300
Indicate by check mark whether
the registrant is a large accelerated file, an accelerated file, a non-accelerated file, 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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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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DEREGISTRATION OF UNSOLD SECURITIES
Pharmacyclics, Inc., a Delaware corporation (the Company), previously registered shares of its common stock, $0.0001 par value per
share (Common Stock) under the following registration statements (the Registration Statements) concerning shares issuable or issued under certain employee benefit and equity plans and agreements. The Company is filing this
post-effective amendment to each of the Registration Statements to deregister any and all securities that remain unsold under such Registration Statements.
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(1) |
Registration Statement No. 333-195926, filed with the Securities and Exchange Commission (the Commission) on May 13, 2014, registering the offer and sale of 2,258,268 shares of the Companys
Common Stock issuable pursuant to the Companys 2014 Equity Incentive Award Plan. |
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(2) |
Registration Statement No. 333-188894, filed with the Commission on May 28, 2013, registering the offer and sale of 300,000 shares of the Companys Common Stock issuable pursuant to the Companys
Employee Stock Purchase Plan. |
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(3) |
Registration Statement No. 333-180850, filed with the Commission on April 20, 2012, registering the offer and sale of 2,000,000 shares of the Companys Common Stock issuable pursuant to the Companys
2004 Equity Incentive Award Plan and 500,000 shares of the Companys Common Stock issuable pursuant to the Companys Employee Stock Purchase Plan. |
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(4) |
Registration Statement No. 333-174101, filed with the Commission on May 10, 2011, registering the offer and sale of 2,500,000 shares of the Companys Common Stock issuable pursuant to the Companys
2004 Equity Incentive Award Plan. |
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(5) |
Registration Statement No. 333-165409, filed with the Commission on March 11, 2010, registering the offer and sale of 2,000,000 shares of the Companys Common Stock issuable pursuant to the Companys
2004 Equity Incentive Award Plan. |
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(6) |
Registration Statement No. 333-162053, filed with the Commission on September 22, 2009, registering the offer and sale of 3,000,000 shares of the Companys Common Stock issuable pursuant to the
Companys 2004 Equity Incentive Award Plan and 300,000 shares of the Companys Common Stock issuable pursuant to the Companys Employee Stock Purchase Plan. |
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Registration Statement No. 333-140480, filed with the Commission on February 6, 2007, registering the offer and sale of 200,000 shares of the Companys Common Stock issuable pursuant to the Companys
Employee Stock Purchase Plan. |
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Registration Statement No. 333-131740, filed with the Commission on February 10, 2006, registering the offer and sale of 100,000 shares of the Companys Common Stock issuable pursuant to a Notice of Grant
of Employment Commencement Non-Qualified Stock Option and related stock option agreement by and between Pharmacyclics, Inc. and Geoffrey Cooper. |
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(9) |
Registration Statement No. 333-131739, filed with the Commission on February 10, 2006, registering the offer and sale of 1,000,000 shares of the Companys Common Stock issuable pursuant to the
Companys 2004 Equity Incentive Award Plan. |
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(10) |
Registration Statement No. 333-122035, filed with the Commission on January 13, 2005, registering the offer and sale of 5,457,480 shares of the Companys Common Stock issuable pursuant to the
Companys 2004 Equity Incentive Award Plan. |
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(11) |
Registration Statement No. 333-103113, filed with the Commission on February 12, 2003, registering the offer and sale of 323,477 shares of the Companys Common Stock issuable pursuant to the
Companys 1995 Stock Option Plan and 200,000 shares of the Companys Common Stock issuable pursuant to the Companys Employee Stock Purchase Plan. |
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(12) |
Registration Statement No. 333-72020, filed with the Commission on October 22, 2001, registering the offer and sale of 200,000 shares of the Companys Common Stock issuable pursuant to the Companys
Employee Stock Purchase Plan. |
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(13) |
Registration Statement No. 333-52881, filed with the Commission on May 15, 1998, registering the offer and sale of 602,042 shares of the Companys Common Stock issuable pursuant to the Companys 1995
Stock Option Plan and 50,000 shares of the Companys Common Stock issuable pursuant to the Companys Employee Stock Purchase Plan. |
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(14) |
Registration Statement No. 33-98514, filed with the Commission on October 23, 1995, registering the offer and sale of 834,884 shares of the Companys Common Stock issuable pursuant to the Companys
1995 Stock Option Plan, 166,667 shares of the Companys Common Stock issuable pursuant to the Companys Non-Employee Directors Stock Option Plan and 50,000 shares of the Companys Common Stock issuable pursuant to the Companys
Employee Stock Purchase Plan. |
Pursuant to the Agreement and Plan of Reorganization, dated March 4, 2015, as amended on
March 22, 2015, among the Company, AbbVie Inc., a Delaware corporation (AbbVie), Oxford Amherst Corporation, a Delaware corporation and a direct wholly owned subsidiary of AbbVie (Purchaser) and Oxford Amherst LLC, a
Delaware limited liability company and a direct wholly owned subsidiary of AbbVie (Merger Sub 2), Purchaser will merge with and into the Company (the First Merger), with the Company surviving the First Merger and then
immediately following the First Merger, the Company merged with and into Merger Sub 2, with Merger Sub 2 being the surviving entity, such that the surviving entity is a wholly owned subsidiary of AbbVie (together with the First Merger, the
Mergers).
In connection with the Mergers, the Company is terminating all offers and sales of its securities registered
pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company to remove from registration, by means of a post-effective
amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 its Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State
of California on the 26th day of May, 2015.
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PHARMACYCLICS, INC. |
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By: |
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/s/ Robert W. Duggan |
Name: |
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Robert W. Duggan |
Title: |
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Chairman of the Board and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the
registrants Registration Statements on Form S-8 have 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/ Robert W. Duggan |
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Chairman of the Board and Chief Executive Officer |
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May 26, 2015 |
Robert W. Duggan |
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(Principal Executive Officer) |
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/s/ Manmeet S. Soni |
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Chief Financial Officer and Treasurer |
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May 26, 2015 |
Manmeet S. Soni |
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(Principal Financial and Accounting Officer) |
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/s/ Robert F. Booth |
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Director |
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May 26, 2015 |
Robert F. Booth |
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/s/ Kenneth A. Clark |
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Director |
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May 26, 2015 |
Kenneth A. Clark |
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/s/ Eric H. Halvorson |
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Director |
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May 26, 2015 |
Eric H. Halvorson |
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/s/ Minesh P. Mehta |
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Director |
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May 26, 2015 |
Minesh P. Mehta, M.D. |
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/s/ David D. Smith |
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Director |
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May 26, 2015 |
David D. Smith, Ph.D. |
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/s/ Richard A. van den Broek |
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Director |
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May 26, 2015 |
Richard A. van den Broek |
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