Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 24 2022 - 6:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 23, 2022
Registration No. 333-222734
Registration No. 333-206326
Registration No. 333-190796
Registration No. 333-176476
Registration No. 333-232879
Registration No. 333-143590
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-222734
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-206326
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-190796
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-176476
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-232879
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-143590
Under
The Securities Act of 1933
| |
|
BIODELIVERY SCIENCES
INTERNATIONAL, INC.
(Exact name of registrant as specified in its
charter) |
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| Delaware |
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35-2089858 |
|
(State or other jurisdiction
of incorporation or organization)
4131
ParkLake Ave., Suite 225, Raleigh, NC, 27612
(Address of Principal Executive Offices) |
|
(I.R.S. Employer
Identification No.)
|
BioDelivery
Sciences International, Inc. Amended and Restated 2001 Incentive Plan (as amended)
BioDelivery
Sciences International, Inc. 2011 Equity Incentive Plan (as amended)
BioDelivery
Sciences International, Inc. 2019 Stock Option and Incentive Plan
(Full title of the plan)
|
Joseph Ciaffoni
President and Chief Executive Officer
Collegium Pharmaceutical, Inc.
100 Technology Center Drive, Suite 300
Stoughton, Massachusetts 02072
(781) 713-3699
(Name, address and telephone number,
including area code, of agent for service)
|
|
Copies To:
Shirley R. Kuhlmann, Esq.
Executive Vice President and General Counsel
100 Technology Center Drive, Suite 300
Stoughton, MA 02072
(781) 713-3699
and
Jennifer L. Porter, Esq.
Troutman Pepper Hamilton Sanders LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4000 |
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 |
¨ |
Accelerated filer |
x |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| Emerging growth company |
¨ |
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
Deregistration of Unsold Shares
This Post-Effective Amendment relates to the following Registration
Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”),
previously filed by BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), with the U.S.
Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on Form S-8 (File No. 333-176476), originally filed with the SEC on August 24, 2011, pertaining to the registration of (i) 1,821,179 Shares under the Company’s Amended and Restated 2001 Incentive Plan, (ii)
4,200,000 Shares under the Company’s 2011 Equity Incentive Plan, as amended, and (iii) the reoffer and resale of up to 3,057,315
Shares by certain selling stockholders (which shall be deemed a post-effective amendment to the Company’s Registration Statement
on Form S-8 (File No. 333-143590)). |
On March 22, 2022, pursuant to that certain Agreement and Plan of Merger,
dated as of February 14, 2022, by and among the Company, Collegium Pharmaceutical, Inc., a Virginia corporation (“Parent”)
and Bristol Acquisition Company Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), Purchaser
merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary
of Parent.
As a result of the Merger, the Company has terminated any and all offerings
of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including
the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration,
by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or not yet issued at the
termination of the offering, the Company hereby removes from registration all such securities of the Company registered pursuant to the
Registration Statements that remain unsold or not yet issued as of the date hereof. Each Registration Statement is hereby amended, as
appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Company 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stoughton, State of Massachusetts, on March 23, 2022.
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BIODELIVERY SCIENCES INTERNATIONAL, INC. |
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|
| March 23, 2022 |
By: /s/ Joseph Ciaffoni |
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Joseph Ciaffoni |
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President and Chief Executive Officer |
No other person is required to sign these Post-Effective
Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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