As filed with the Securities and Exchange Commission on March 11, 2019
Registration Nos.
333-224903,
333-217702,
333-203861,
333-128232,
333-149418
and
333-166543
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
RTI SURGICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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83-2540607
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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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520 Lake Cook Road, Suite 315
Deerfield, Illinois
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60015
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(Address of Principal Executive Offices)
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(Zip Code)
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Regeneration Technologies, Inc. 2004 Equity Incentive Plan,
Tutogen Medical, Inc. 2006 Incentive and
Non-Statutory
Stock Option Plan,
RTI Surgical, Inc. 2010 Equity Incentive Plan,
RTI Surgical, Inc. 2015 Incentive Compensation Plan,
RTI Surgical, Inc. 2017 Camille Farhat Incentive Compensation Plan and
RTI Surgical, Inc. 2018 Incentive Compensation Plan
(Full Title of the Plan)
Jonathon M.
Singer
Chief Financial and Administrative Officer, Corporate Secretary
RTI Surgical Holdings, Inc.
520 Lake Cook Road, Suite 315
Deerfield, Illinois 60015
(Name and address of agent for service)
(386)
418-8888
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Robert J. Grammig, Esq.
Holland & Knight LLP
100 North Tampa Street, Suite 4100
Tampa, Florida 33602
Phone: (813)
227-8500
Fax: (813)
229-0134
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use 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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share
(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001 per share (Common
Stock):
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N/A
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N/A
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N/A
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N/A
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(1)
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The Registrant is not registering additional securities. Registration fees were originally paid by the
Registrants
predecessor-in-interest
upon filing of the original registration statements on Form
S-8
(File Nos.
333-224903,
333-217702,
333-203861,
333-128232,
333-149418
and
333-166543).
Consequently, no additional registration fees are required with respect to the filing of this Post-Effective Amendment No. 1.
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This Post-Effective Amendment No. 1 shall become effective upon filing in accordance with Rule 462 under the Securities Act.