Securities Registration: Employee Benefit Plan (s-8)
May 12 2022 - 3:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on May 12, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Assertio Holdings, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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Delaware |
100 South Saunders Road, Suite 300
Lake Forest, Illinois 60045 |
85-0598378 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Address
of Principal Executive Offices Including Zip Code) |
(I.R.S. Employer
Identification No.) |
Assertio
Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan
(Full Title of the Plan)
Daniel A. Peisert
100 South Saunders Road, Suite 300
Lake Forest, Illinois 60045 |
Copies to:
Ryan A. Murr, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105 |
(Name and Address of Agent For Service)
(224) 419-7106
(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, 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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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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8
is being filed in accordance with General Instruction E to Form S-8 solely to register the issuance of an aggregate of up to
5,400,000 additional shares of common stock of Assertio Holdings, Inc. (the “Company” or the
“Registrant”) available for issuance under the Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive
Plan (the “Plan”). The Company previously filed a Registration Statement on Form S-8 with the Securities and
Exchange Commission (the “SEC”) on May 23, 2014 (File
No. 333-196263), on May 26, 2016 (File
No. 333-211642), on May 14, 2018 (File
No. 333-224924), on May 10, 2019 (File
No. 333-231366), and on June 4, 2020 (File No. 333-238926), as well as post-effective amendments to certain of the foregoing Registration Statements on
Form S-8 in connection with the Company’s reincorporations and name changes on August 15, 2018 (File Nos. 333-196263, 333-211642
and 333-224924) and on June 4, 2020 (File Nos. 333-196263, 333-211642, 333-224924
and 333-231366)
(all registration statements and post-effective amendments thereto, collectively, the “Prior Registration Statements”).
Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated
herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibit
No. |
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Description
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4.1 |
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Certificate of Amendment to
the Amended and Restated Certificate of Incorporation, dated May 13, 2021 (incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed on May 17, 2021). |
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4.2 |
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Amended and Restated Certificate
of Incorporation of the Company, dated May 19, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K12B filed on May 19, 2020). |
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4.3 |
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Amended and Restated Bylaws
of the Company, dated May 19, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B
filed on May 19, 2020). |
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5.1* |
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Opinion of Gibson, Dunn & Crutcher LLP. |
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23.1* |
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Consent of Gibson, Dunn & Crutcher LLP (contained
in Exhibit 5.1). |
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23.2* |
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Consent of Independent Registered Public Accounting
Firm. |
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23.3* |
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Consent of Independent Registered Public Accounting
Firm. |
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24.1* |
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Power of Attorney (contained on signature page). |
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99.1* |
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Amended and Restated 2014 Omnibus Incentive Plan. |
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107.1* |
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Filing Fee Table. |
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*Filed
herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of Illinois, on this 12th day of May, 2022.
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Assertio Holdings, Inc. |
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By: |
/s/
Daniel A. Peisert |
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Name: |
Daniel A. Peisert |
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Title: |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes and appoints Daniel A. Peisert and Paul Schwichtenberg, and each of them acting
individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to
file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Exchange Act of 1934, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Daniel A. Peisert |
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President and Chief Executive Officer (Principal Executive Officer) |
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May 12, 2022 |
Daniel A. Peisert |
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/s/ Paul Schwichtenberg |
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Chief Financial Officer (Principal Financial Officer) |
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May 12, 2022 |
Paul Schwichtenberg |
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/s/ Ajay Patel |
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Chief Accounting Officer (Principal Accounting Officer) |
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May 12, 2022 |
Ajay Patel |
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/s/ Peter D. Staple |
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Chairman of the Board of Directors |
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May 12, 2022 |
Peter D. Staple |
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/s/ William T. McKee |
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Director |
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May 12, 2022 |
William T. McKee |
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/s/ Heather L. Mason |
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Director |
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May 12, 2022 |
Heather L. Mason |
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/s/ James L. Tyree |
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Director |
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May 12, 2022 |
James L. Tyree |
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