As filed with the Securities and Exchange Commission on May 7, 2019
Registration
No. 333-228428
Registration
No. 333-212958
Registration
No. 333-201758
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-228428
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-212958
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-201758
PRESBIA PLC
(Exact name
of registrant as specified in its charter)
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Ireland
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98-1162329
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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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Suite 7, Sandyford Office Centre, 17 Corrig Road,
Sandyford, Dublin 18 Ireland
(Address of Principal Executive Offices)
PRESBIA
INCENTIVE PLAN
(Full title of the plan)
Zohar
Loshitzer
Chief Executive Officer
Suite 7, Sandyford Office Centre, 17 Corrig Road,
Sandyford, Dublin 18 Ireland
+353 (1) 551 1487
(Name, address and telephone number of agent for service)
Copy to:
David
L. Goret, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212)
262-6700
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 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. ☒
DEREGISTRATION OF ORDINARY SHARES
These
Post-Effective Amendments (the “Post-Effective Amendments”) filed by Presbia PLC (the “Company”), deregister all of the Company’s ordinary shares, $0.001 par value per share (the “Shares”), remaining unissued under
the following Registration Statements on Form
S-8
(each, a “Registration Statement” and collectively, the “Registration Statements”), filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”), amounting to 2,342,428 shares in the aggregate remaining so unissued and therefore deregistered hereby:
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Registration Statement
No. 333-228428,
filed on November 16,
2018, relating to the Presbia Incentive Plan, as amended (the “Plan”);
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Registration Statement
No. 333-212958,
filed on August 5, 2016,
relating to the Plan; and
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Registration Statement
No. 333-201758,
filed on January 29,
2015, relating to the Plan.
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In connection with the partial reduction of scope of the business of the Company in the United States as
previously announced in the Company’s Current Report on Form
8-K
filed on April 22, 2019, the offering under the Plan has been terminated. In accordance with an undertaking made by the Company in the
Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which had been registered for issuance but which remain unsold at the termination of the offerings subject to the Registration
Statements, the Company hereby removes and withdraws from registration any and all securities registered under the Registration Statements that remain unsold as of the date hereof, amounting to 2,342,428 shares in the aggregate remaining so unissued
and therefore deregistered hereby.