Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 17 2013 - 4:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 17, 2013
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Registration No.
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333-157928
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333-149622
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333-141287
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333-138898
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333-132478
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333-123323
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333-113651
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333-104108
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333-84904
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333-57486
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333-44794
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333-38078
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333-93423
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Post-Effective Amendment No. 1 to Registration Statement No. 333-157928
Post-Effective Amendment No. 1 to Registration Statement No. 333-149622
Post-Effective Amendment No. 2 to Registration Statement No. 333-141287
Post-Effective Amendment No. 1 to Registration Statement No. 333-138898
Post-Effective Amendment No. 3 to Registration Statement No. 333-132478
Post-Effective Amendment No. 3 to Registration Statement No. 333-123323
Post-Effective Amendment No. 3 to Registration Statement No. 333-113651
Post-Effective Amendment No. 3 to Registration Statement No. 333-104108
Post-Effective Amendment No. 3 to Registration Statement No. 333-84904
Post-Effective Amendment No. 2 to Registration Statement No. 333-57486
Post-Effective Amendment No. 2 to Registration Statement No. 333-44794
Post-Effective Amendment No. 2 to Registration Statement No. 333-38078
Post-Effective Amendment No. 2 to Registration Statement No. 333-93423
UNDER
THE SECURITIES
ACT OF 1933
Maxygen, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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77-0449487
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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411 Borel Avenue, Suite 616
San Mateo, CA 94402
(Address of principal executive offices, including zip code)
2006 Equity Incentive Plan
2000 Non-Officer Stock Option Plan
2000 International Stock Option Plan
1999 Employee Stock Purchase Plan
1999 Non-Employee Directors Stock Option Plan
1997 Stock Option Plan
(Full title of the plans)
John Borkholder
General
Counsel
Maxygen, Inc.
411 Borel Avenue, Suite 616
San Mateo, CA 94402
(650) 241-2292
(Name, address, 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, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller
reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered
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Proposed maximum
offering
price per
share
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Proposed maximum
aggregate
offering
price
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Amount of
registration fee
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N/A
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N/A
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N/A
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N/A
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N/A
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EXPLANATORY NOTE
As contemplated by the Plan of Complete Liquidation and Dissolution of Maxygen, Inc. (the Company), the Company filed a certificate of dissolution
with the Secretary of State of the State of Delaware, which became effective on August 29, 2013 and provides for the dissolution of the Company under the General Corporation Law of the State of Delaware (the Dissolution). In
connection with the Dissolution, all outstanding equity awards granted under or governed by the Companys equity incentive plans (collectively, the Plans), including the Companys 2006 Equity Incentive Plan (the 2006
Plan) and the Companys 1999 Employee Stock Purchase Plan (ESPP), have been cancelled and each of the Plans has been terminated.
In accordance with the undertaking in the Registration Statements (as defined below), the Company is hereby filing this Post-Effective Amendment No. 1 to
each of the Companys registration statements on Form S-8 (registration nos. 333-157928, 333-149622 and 333-138898); Post-Effective Amendment No. 2 to each of the Companys registration statements on Form S-8 (registration nos.
333-141287, 333-57486, 333-44794, 333-38078 and 333-93423) and Post-Effective Amendment No. 3 to each of the Companys registration statements on Form S-8 (registration nos. 333-132478, 333-123323, 333-113651, 333-104108 and 333-84904)
(collectively, the Registration Statements) to terminate the effectiveness of each such Registration Statement and to remove from registration all shares of the Companys common stock that have not been issued and are not subject to
issuance pursuant to outstanding equity awards under the Plans, including 9,013,115 shares of the Companys common stock that have not been issued and are not subject to issuance pursuant to outstanding equity awards under the 2006 Plan and
1,446,179 shares of the Companys common stock that have not been issued and are not subject to issuance pursuant to the ESPP.
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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in San Mateo, California, on September 17,
2013.
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M
AXYGEN
, I
NC
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By:
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/s/ Isaac Stein
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Isaac Stein
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements
has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Isaac Stein
Isaac Stein
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Chief Executive Officer, Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) and Sole
Director
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September 17, 2013
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