Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
May 31 2018 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 31, 2018
Registration
No. 333-207615
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Endologix, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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68-0328265
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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2 Musick
Irvine, California 92618
(949)
595-7200
(Address, including zip code and telephone number, including area code, of the registrants principal executive offices)
John McDermott
Chief
Executive Officer
Endologix, Inc.
2 Musick
Irvine,
California 92618
(949)
595-7200
(Name, address, including zip code and telephone number, including area code, of the agent for service)
Copies to:
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Jeremy Hayden
General Counsel
Endologix, Inc.
2
Musick
Irvine, California 92618
(949) 595-7200
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Ryan C. Wilkins
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
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Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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 definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule
12b-2
of the Securities and Exchange Act of 1934, as amended.
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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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☐ (Do not check if a smaller reporting company)
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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 Securities Act. ☐
EXPLANATORY NOTE
TERMINATION OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 relates to the Automatic Shelf Registration Statement on Form
S-3ASR
(File
No. 333-207615),
originally filed by Endologix, Inc., a Delaware corporation (the
Company
), with the Securities and Exchange
Commission (the
SEC
) on October 26, 2015 (the
Registration Statement
). The Registration Statement registered an unspecified amount of senior debt securities, subordinated debt securities, preferred stock,
common stock, warrants and units, from time to time, by the Company. The Registration Statement was automatically declared effective by the SEC upon filing on October 26, 2015.
As a result of the filing of the Companys Annual Report on Form
10-K
for the fiscal year ended
December 31, 2017 with the SEC on March 13, 2018, the Company is no longer eligible to use the Registration Statement in connection with the offer and sale of securities registered pursuant to the Registration Statement. In accordance with
an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, this Post-Effective Amendment No. 1 is
being filed to terminate the effectiveness of the Registration Statement and remove from registration all securities registered but not sold under the Registration Statement. As a result of this termination, no securities remain registered for sale
pursuant to the Registration Statement.
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-3
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on May 31, 2018.
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ENDOLOGIX, INC.
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By:
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/s/ John Onopchenko
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Name:
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John Onopchenko
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Title:
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Chief Executive Officer
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Note:
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Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement.
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