Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 08 2019 - 02:42PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on
November 8, 2019
Registration
No. 333-128805
Registration
No. 333-163006
Registration
No. 333-177819
Registration
No. 333-207903
Registration
No. 333-213079
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION
STATEMENT NO. 333-128805
FORM S-8 REGISTRATION
STATEMENT NO. 333-163006
FORM S-8 REGISTRATION
STATEMENT NO. 333-177819
FORM S-8 REGISTRATION
STATEMENT NO. 333-207903
FORM S-8 REGISTRATION
STATEMENT NO. 333-213079
UNDER
THE SECURITIES ACT OF 1933
Genomic
Health, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
|
|
77-0552594
|
(State or other
jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
301 Penobscot Drive
Redwood City, California (Address of principal
executive offices)
|
|
94063 (Zip
Code)
|
GENOMIC HEALTH, INC. 2005
STOCK INCENTIVE PLAN
GENOMIC HEALTH, INC.
EMPLOYEE STOCK PURCHASE PLAN
2001
STOCK INCENTIVE PLAN
(Full title of the
plans)
Jeffrey T.
Elliott
Chief
Financial Officer
Genomic
Health, Inc.
441
Charmany Drive
Madison, WI
53719
(608)
535-8815
(Name and address and
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
x
|
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
DEREGISTRATION OF
SECURITIES
These
Post-Effective Amendments (these “Post-Effective Amendments”),
filed by Genomic Health, Inc., a Delaware corporation (the
“Company”), relate to the following Registration Statements on
Form S-8 previously filed by the Company (each a “Registration
Statement,” and collectively, the “Registration Statements”) with
the U.S. Securities and Exchange Commission (the “SEC”):
·
Registration Statement on Form S-8 (No. 333-128805),
filed with the SEC on October 4, 2005 pertaining to the
registration of (i) 5,000,000 shares of common stock, par
value $0.0001 per share, to be issued under the Company’s 2005
Stock Incentive Plan and (ii) 1,316,402 shares of common
stock, $0.0001 par value per share subject to outstanding options
under the Company’s 2001 Stock Incentive Plan;
·
Registration Statement on Form S-8 (No. 333-163006),
filed with the SEC on November 9, 2009, pertaining to the
registration of 3,980,000 shares of common stock, par value $0.0001
per share, approved for issuance pursuant to the Company’s 2005
Stock Incentive Plan;
·
Registration Statement on Form S-8 (No. 333-177819),
filed with the SEC on November 8, 2011, pertaining to the
registration of 1,250,000 shares of common stock, par value $0.0001
per share, approved for issuance pursuant to the Genomic
Health, Inc. Employee Stock Purchase Plan;
·
Registration Statement on Form S-8 (No. 333-207903),
filed with the SEC on November 9, 2015, pertaining to the
registration of 1,500,000 shares of common stock, par value $0.0001
per share, approved for issuance pursuant to the Genomic
Health, Inc. 2005 Stock Incentive Plan; and
·
Registration Statement on Form S-8 (No. 333-213079),
filed with the SEC on August 11, 2016, pertaining to the
registration of 1,500,000 shares of common stock, par value $0.0001
per share, approved for issuance pursuant to the Genomic
Health, Inc. 2005 Stock Incentive Plan.
The Company is
filing these Post-Effective Amendments to the Registration
Statements to withdraw and remove from registration the unissued
securities issuable by the Company pursuant to the
above-referenced Registration Statements.
On
November 8, 2019, pursuant to that certain Agreement and Plan
of Merger, dated as of July 28, 2019, by and among the
Company, Exact Sciences Corporation, a Delaware corporation
(“Parent”), and Spring Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub
merged with and into the Company (the “Merger”), with the Company
surviving the Merger as the surviving corporation and as a wholly
owned subsidiary of Parent. As a result of the Merger, all offers
and sales of the Company’s securities pursuant to each of the
Registration Statements have been terminated.
In accordance with
undertakings made by the Company in each of the Registration
Statements to remove from registration, by means of a
post-effective amendment, any of the securities that were
registered under such Registration Statements for issuance that
remain unsold at the termination of the offering, the Company
hereby removes from registration all of such securities of the
Company registered but unsold under the Registration Statements as
of the date hereof. The Registration Statements are hereby
amended, as appropriate, to reflect the deregistration of such
securities.
2
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Madison, in
the State of Wisconsin, on November 8, 2019.
|
GENOMIC
HEALTH, INC.
|
|
|
|
By:
|
/s/ Jeffrey T.
Elliott
|
|
Name:
|
Jeffrey T.
Elliott
|
|
Title:
|
Chief Financial
Officer
|
Note: No other
person is required to sign these Post-Effective Amendments to the
Registration Statements in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
3