Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 05 2014 - 4:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 5, 2014
Registration No. 333-196573
Registration No. 333-182049
Registration No. 333-167330
Registration No. 333-143620
Registration No. 333-128882
Registration No. 333-118341
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
To
FORM S-8
REGISTRATION STATEMENT NO. 333-196573
FORM S-8
REGISTRATION
STATEMENT NO. 333-182049
FORM S-8
REGISTRATION STATEMENT NO. 333-167330
FORM S-8
REGISTRATION
STATEMENT NO. 333-143620
FORM S-8
REGISTRATION STATEMENT NO. 333-128882
FORM S-8
REGISTRATION
STATEMENT NO. 333-118341
UNDER
THE SECURITIES ACT OF 1933
IDENIX
PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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45-0478605
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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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320 Bent Street
Cambridge, MA
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02141
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(Address of Principal Executive Offices)
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(Zip Code)
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2014 Employee Stock Purchase Plan
2012 Stock Incentive Plan
2005 Stock Incentive Plan, as amended
2004 Stock Incentive Plan
1998 Equity Incentive Plan
(Full Title of the Plan)
Maria D. Stahl
Senior
Vice President and General Counsel
Idenix Pharmaceuticals, Inc.
320 Bent Street
Cambridge, MA 02141
(Name
and Address of Agent For Service)
617-995-9800
(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 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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¨
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EXPLANATORY NOTE
Idenix Pharmaceuticals, Inc. (the Company) is filing this Post-Effective Amendment to the Registration Statements on Forms S-8
listed below (collectively, the Registration Statements):
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Registration Statement No. 333-196573, filed with the Securities and Exchange Commission (the Commission) on June 6, 2014, registering 2,000,000 shares of the Companys Common Stock, par value
$0.001 per share (Shares) under the 2014 Employee Stock Purchase Plan;
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Registration Statement No. 333-182049, filed with the Commission on June 11, 2012, registering 10,000,000 Shares under the 2012 Stock Incentive Plan;
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Registration Statement No. 333-167330, filed with the Commission on June 4, 2010, registering 3,000,000 Shares under the 2005 Stock Incentive Plan, as amended;
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Registration Statement No. 333-143620, filed with the Commission on June 8, 2007, registering 3,700,000 Shares under the 2005 Stock Incentive Plan, as amended;
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Registration Statement No. 333-128882, filed with the Commission on October 7, 2005, registering 2,300,000 Shares under the 2005 Stock Incentive Plan; and
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Registration Statement No. 333-118341, filed with the Commission on August 18, 2004, registering 3,962,335 Shares under the 1998 Equity Incentive Plan and 2004 Stock Incentive Plan.
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Pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of June 8, 2014, by and among the Company,
Merck & Co., Inc. (Merck) and Imperial Blue Corporation (Merger Sub), on August 5, 2014, Merger Sub merged with and into the Company (the Merger). Pursuant to the terms of the Merger Agreement, each
Share issued and outstanding immediately prior to the effective time of the Merger (other than Shares held by any stockholders who properly perfected a demand for appraisal in connection with the Merger) was converted into the right to receive
$24.50 in cash, without interest, less any applicable withholding taxes, except for Shares then owned by the Company, Merck or any of their respective wholly owned subsidiaries, which Shares were cancelled for no consideration. As a result of the
Merger, the Company became a wholly owned subsidiary of Merck.
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 Registration Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statements to deregister all Shares registered under the
Registration Statements that remain unsold as of August 5, 2014.
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 this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of
Massachusetts, on this 5
th
day of August, 2014.
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IDENIX PHARAMACEUTICALS, INC.
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By:
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/s/ Ronald C. Renaud, Jr.
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Ronald C. Renaud, Jr.
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registration Statements has 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/ Ronald C. Renaud, Jr.
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President and Chief Executive Officer and Director (Principal executive officer)
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August 5, 2014
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Ronald C. Renaud, Jr.
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/s/ Daniella Beckman
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Senior Vice President, Chief Financial Officer and Treasurer (Principal financial and accounting officer)
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August 5, 2014
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Daniella Beckman
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/s/ Wayne T. Hockmeyer
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Director
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August 5, 2014
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Wayne T. Hockmeyer, Ph.D.
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/s/ Thomas R. Hodgson
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Director
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August 5, 2014
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Thomas R. Hodgson
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/s/ Tamar D. Howson
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Director
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August 5, 2014
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Tamar D. Howson
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/s/ Denise Pollard-Knight
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Director
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August 5, 2014
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Denise Pollard-Knight, Ph.D.
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/s/ Charles A. Rowland, Jr.
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Director
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August 5, 2014
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Charles A. Rowland, Jr.
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/s/ Michael S. Wyzga
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Director
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August 5, 2014
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Michael S. Wyzga
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