As filed with the Securities and Exchange Commission on June 4, 2020
Registration No. 333-231366
Registration No. 333-228290
Registration No. 333-224924
Registration No. 333-211643
Registration No. 333-211642
Registration No. 333-196263
Registration No. 333-181710
Registration No. 333-167015
Registration No. 333-156538
Registration No. 333-145291
Registration No. 333-116697
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-231366
Form S-8 Registration Statement No. 333-228290
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-8 Registration Statement No. 333-224924
Form S-8 Registration Statement No. 333-211643
Form S-8 Registration Statement No. 333-211642
Form S-8 Registration Statement No. 333-196263
Form S-8 Registration Statement No. 333-181710
Form S-8 Registration Statement No. 333-167015
Form S-8 Registration Statement No. 333-156538
Form S-8 Registration Statement No. 333-145291
Form S-8 Registration Statement No. 333-116697
UNDER
THE SECURITIES ACT OF 1933
Assertio Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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85-0598378
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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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100 S. Saunders Road, Suite 300
Lake Forest, IL 60045
(Address of Principal Executive Offices)
Assertio Holdings, Inc. Inducement Award Program
Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan
Assertio Holdings, Inc. Amended and Restated 2004 Employee Stock Purchase Plan
Assertio Holdings, Inc. 2004 Equity Incentive Plan
(Full Title of the Plan)
Daniel A. Peisert
100 South Sanders Rd., Suite 300
Lake Forest, IL 60045
(224) 419-7106
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ryan A. Murr, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the Securities Act) and constitutes Post-Effective Amendment No. 1 or No. 2, as applicable, to the Registration Statements (as defined below).
Pursuant to an Agreement and Plan of Merger, dated as of May 19, 2020 (Reorganization Merger Agreement and as effectuated, the Reorganization Merger), by and among Assertio Holdings, Inc. (Assertio Holdings), Assertio Therapeutics, Inc. (Assertio Therapeutics) and Alligator Merger Sub, Inc., a Delaware corporation formed to effectuate the Reorganization Merger, Assertio Therapeutics became a wholly-owned subsidiary of Assertio Holdings on May 19, 2020 (the Effective Time). The Reorganization Merger was undertaken without a vote of the stockholders of Assertio Therapeutics, in accordance with Section 251(g) of the Delaware General Corporations Law (DGCL).
In connection with the Reorganization Merger, the outstanding shares of Assertio Therapeutics common stock were converted on a one-for-one basis into shares of Assertio Holdings and Assertio Holdings assumed and continued any and all employee benefit and incentive compensation plans that existed immediately prior to the Reorganization Merger, including the plans to which this registration statement relates. Further, each person that held rights to purchase or otherwise acquire shares of common stock of Assertio Therapeutics under such plans immediately prior to the Reorganization Merger holds rights to purchase or otherwise acquire a corresponding number of shares of common stock of the Registrant. As part of the Reorganization Merger, the Assertio Therapeutics equity plans to which this registration statement relates are now known as plans of Assertio Holdings, Inc.
This Amendment pertains to the adoption by the Registrant of the below-listed registration statements on Form S-8 (each, a Registration Statement and collectively, the Registration Statements):
· Registration Statement No. 333-231366, filed with the Securities and Exchange Commission (the Commission) on May 10, 2019;
· Registration Statement No. 333-228290, filed with the Commission on November 9, 2018
· Registration Statement No. 333-224924, filed with the Commission on May 14, 2018;
· Registration Statement No. 333-211643, filed with the Commission on May 26, 2016;
· Registration Statement No. 333-211642, filed with the Commission on May 26, 2016;
· Registration Statement No. 333-196263, filed with the Commission on May 23, 2014;
· Registration Statement No. 333-181710, filed with the Commission on May 25, 2012;
· Registration Statement No. 333-167015, filed with the Commission on May 21, 2010;
· Registration Statement No. 333-156538, filed with the Commission on December 31, 2008;
· Registration Statement No. 333-145291, filed with the Commission on August 9, 2007; and
· Registration Statement No. 333-116697, filed with the Commission on June 21, 2004.
In accordance with Rule 414 of the Securities Act, this Post-Effective Amendment is being filed solely to reflect the Reorganization Merger or as necessary to keep the Registration Statement from being misleading in any material respect. In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment, the Registrant, as successor issuer to Assertio Therapeutics pursuant to Rule 12g-3 of the Exchange Act, hereby expressly adopts each Registration Statement as the Registrants registration statements for all purposes of the Securities Act and the Exchange Act.
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