Post-effective Amendment to an S-8 Filing (s-8 Pos)

Date : 07/01/2019 @ 9:22PM
Source : Edgar (US Regulatory)
Stock : Wright Medical Group NV (WMGI)
Quote : 29.59  0.0 (0.00%) @ 9:01AM

Post-effective Amendment to an S-8 Filing (s-8 Pos)



As filed with the Securities and Exchange Commission on July 1, 2019
Registration No. 333-207230
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________________________
WRIGHT MEDICAL GROUP N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
 
98-0509600
(State or other jurisdiction
of incorporation)
 
(I.R.S. Employer
Identification No.)
Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands
(+ 31) 20 521-4777
(Address of principal executive offices) (Zip code)
___________________________
Wright Medical Group N.V. Amended and Restated
2010 Incentive Plan
(Full title of the plan)
Robert J. Palmisano
President and Chief Executive Officer
Wright Medical Group N.V.
Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands
(+ 31) 20 521-4777
(Name and address and telephone number, including area code, of agent for service)
Copies requested to:
Amy E. Culbert, Esq.
Fox Rothschild LLP
Campbell Mithun Tower, Suite 2000
222 South Ninth Street
Minneapolis, Minnesota 55402
(612) 607-7000
James A. Lightman
Senior Vice President, General Counsel and Secretary
Wright Medical Group, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 867-9971
___________________________
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 þ
 
Accelerated filer o
Non-accelerated filer o
 
Smaller reporting company o
Emerging growth company o
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
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-207230) (the “Registration Statement”) filed by Wright Medical Group N.V. (the “Registrant”), with the United States Securities and Exchange Commission (the “Commission”) on October 1, 2015, which Registration Statement registered 6,138,687 of the Registrant’s ordinary shares, €0.03 par value per share (“Ordinary Shares”), issuable under the Wright Medical Group N.V. Amended and Restated 2010 Incentive Plan (the “Prior Plan”).

The Registrant’s authority to grant new awards under the Prior Plan terminated upon shareholder approval of the Wright Medical Group N.V. 2017 Equity and Incentive Plan (the “2017 Plan”) on June 23, 2017 (the “Effective Date”). The maximum number of Ordinary Shares available for issuance under the 2017 Plan, subject to adjustment pursuant to the terms of the 2017 Plan, is (i) 5,000,000 Ordinary Shares; (ii) 1,329,648 Ordinary Shares remaining available for issuance under the Prior Plan and not subject to outstanding awards under the Prior Plan as of the Effective Date; and (iii) up to 6,405,992 Ordinary Shares subject to awards outstanding under the Prior Plan as of Effective Date, but only to the extent such awards are forfeited, cancelled, expire, or otherwise terminate without the issuance of such Ordinary Shares after the Effective Date (the “Carryover Shares”).

As of the date hereof, 520,656 Carryover Shares under the Prior Plan have been carried over to the 2017 Plan. The Registrant is filing this Post-Effective Amendment in order to remove from registration the 520,656 Carryover Shares under the Prior Plan that have been carried over to the 2017 Plan.





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 No. 2 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee on July 1, 2019.
 
WRIGHT MEDICAL GROUP N.V.
 
 
 
 
 
By: /s/ Robert J. Palmisano
 
Robert J. Palmisano
 
President, Chief Executive Officer and
Executive Director
No other person is required to sign this Post-Effective Amendment No. 2 to the registration statement in reliance on Rule 478 of the Securities Act of 1933, as amended.


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