Post-effective Amendment to an S-8 Filing (s-8 Pos)
15 Juli 2016 - 10:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 15, 2016
Registration No. 333-199232
Registration No. 333-202820
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No. 333-199232
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-202820
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GlobeImmune, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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84-1353925
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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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1450 Infinite Drive
Louisville, CO 80027
(Address of principal executive offices)
2014 Equity
Incentive Plan
2014 Employee Stock Purchase Plan
(Full title of the plans)
Timothy C.
Rodell, M.D.
Chief Executive Officer and President
GlobeImmune, Inc.
1450
Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brent
D. Fassett
Francis R. Wheeler
Matthew P. Dubofsky
Cooley LLP
380
Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
Tel: (720) 566-4000
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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Accelerated filer
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Non-accelerated filer
¨
(Do
not check if a smaller reporting company)
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Smaller reporting company
x
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DEREGISTRATION OF SECURITIES
GlobeImmune, Inc. (the “Registrant”) is filing these Post-Effective Amendments to its Registration Statements on Form S-8 to
withdraw and remove from registration the unissued and unsold shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), issuable by the Registrant pursuant to its 2014 Equity Incentive Plan and 2014
Employee Stock Purchase Plan previously registered by the Registrant pursuant to the following registration statements:
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•
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Registration Statement on Form S-8 (File No. 333-199232), filed with the Securities and Exchange Commission on October 9, 2014; and
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•
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Registration Statement on Form S-8 (File No. 333-202820), filed with the Securities and Exchange Commission on March 17, 2015 (collectively, the “Registration Statements”).
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The Registrant has terminated all offerings of its Common Stock pursuant to the Registration Statements. In accordance with an undertaking
made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the
Registrant hereby removes from registration all of such securities of the Registrant registered but which remain unsold and unissued under the Registration Statements 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 the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville,
State of Colorado, on July 15, 2016.
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GlobeImmune, Inc.
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By:
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/s/ Timothy C. Rodell
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Timothy C. Rodell, M.D.
Chief Executive Officer and President
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Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the
Registration Statements have been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Timothy C. Rodell
Timothy C. Rodell, M.D.
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Chief Executive Officer, President, and Director
(Principal Executive Officer)
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July 15, 2016
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/s/ C. Jeffrey Dekker
C. Jeffrey Dekker
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Vice President, Finance and Treasurer
(Principal Financial and Accounting Officer)
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July 15, 2016
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*
J. William Freytag, Ph.D.
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Chairman of the Board of Directors and Director
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July 15, 2016
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Augustine J. Lawlor
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Director
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July 15, 2016
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*
Dan J. Mitchell
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Director
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July 15, 2016
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S. Edward Torres
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Director
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July 15, 2016
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*By:
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/s/ Timothy C. Rodell
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Timothy C. Rodell
Attorney-in-Fact
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