As filed with the Securities and Exchange Commission on January 6, 2020
Registration No. 333-229936
Registration No. 333-212920
Registration No. 333-206250
Registration No. 333-197986
Registration No. 333-189710
Registration No. 333-167896
Registration No. 333-167895
Registration No. 333-161672
Registration No. 333-157499
Registration No. 333-152105
Registration No. 333-148602
Registration No. 333-135461
Registration No. 333-135460
Registration No. 333-116295
Registration No. 333-98191
Registration No. 333-74612
Registration No. 333-44884
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-229936
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-212920
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-206250
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197986
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-189710
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167896
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-167895
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-161672
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-157499
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152105
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-148602
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135461
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135460
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-116295
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-98191
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-74612
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-44884
UNDER
THE SECURITIES ACT OF 1933
THE MEDICINES COMPANY
(Exact name of registrant as specified in its charter)
Delaware
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04-3324394
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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8 Sylvan Way
Parsippany, New Jersey
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07054
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
2010 Employee Stock Purchase Plan
2009 Equity Inducement Plan
2007 Equity Inducement Plan
Amended and Restated 2004 Stock Incentive Plan
2001 Non-Officer, Non-Director Employee Stock Incentive Plan
2000 Employee Stock Purchase Plan
2000 Outside Director Stock Option Plan
1998 Stock Incentive Plan
(Full titles of the plans)
Mark Timney
Chief Executive Officer
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(Name and address of agent for service)
(973) 290-6000
(Telephone number, including area code, of agent for service)
with a copy to:
Francis J. Aquila
Matthew G. Hurd
Melissa Sawyer
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o
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Emerging growth company o
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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. o
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments related to the following Registration Statements on Form S-8 filed by The Medicines Company, a Delaware corporation (the Company) (collectively, the Registration Statements), are being filed to withdraw and remove from registration the securities of the Company that had been registered but not issued under such Registration Statements:
1. Registration Statement on Form S-8 (File No. 333-229936), originally filed with the Securities and Exchange Commission (the SEC) on February 28, 2019, registering 5,000,000 shares of the Companys common stock, $0.001 par value per share (Common Stock) under the Companys 2013 Stock Incentive Plan, as amended by Amendment No. 1 to the 2013 Stock Incentive Plan, adopted on May 30, 2014, Amendment No. 2 to the 2013 Stock Incentive Plan, adopted on February 17, 2015, Amendment No. 3 to the 2013 Stock Incentive Plan, adopted on May 26, 2016, and Amendment No. 4 to the 2013 Stock Incentive Plan, adopted on April 24, 2018;
2. Registration Statement on Form S-8 (File No. 333-212920), originally filed with the SEC on August 5, 2016, registering 1,000,000 shares of Common Stock under the Companys 2010 Employee Stock Purchase Plan, as amended by Amendment No. 1 to the 2010 Employee Stock Purchased Plan, adopted on April 4, 2016, and 2,300,000 shares of Common Stock under the Companys 2013 Stock Incentive Plan, as amended by Amendment No. 1 to the 2013 Stock Incentive Plan, adopted on May 30, 2014, Amendment No. 2 to the 2013 Stock Incentive Plan, adopted on February 17, 2015, and Amendment No. 3 to the 2013 Stock Incentive Plan, adopted on May 26, 2016;
3. Registration Statement on Form S-8 (File No. 333-206250), originally filed with the SEC on August 7, 2015, registering 3,300,000 shares of Common Stock under the Companys 2013 Stock Incentive Plan, as amended by Amendment No. 1 to the 2013 Stock Incentive Plan, adopted on May 30, 2014 and Amendment No. 2 to the 2013 Stock Incentive Plan, adopted on February 17, 2015;
4. Registration Statement on Form S-8 (File No. 333-197986), originally filed with the SEC on August 8, 2014, registering 1,800,000 shares of Common Stock under the Companys 2013 Stock Incentive Plan, as amended by Amendment No. 1 to the 2013 Stock Incentive Plan, adopted on May 30, 2014;
5. Registration Statement on Form S-8 (File No. 333-189710), originally filed with the SEC on June 28, 2013, registering 13,166,879 shares of Common Stock under the Companys 2013 Stock Incentive Plan;
6. Registration Statement on Form S-8 (File No. 333-167896), originally filed with the SEC on June 30, 2010, registering 1,000,000 shares of Common Stock under the Companys 2010 Employee Stock Purchase Plan;
7. Registration Statement on Form S-8 (File No. 333-167895), originally filed with the SEC on June 30, 2010, registering 2,100,000 shares of Common Stock under the Companys Amended and Restated 2004 Stock Incentive Plan;
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8. Registration Statement on Form S-8 (File No. 333-161672), originally filed with the SEC on September 1, 2009, registering 300,000 shares of Common Stock under the Companys 2000 Employee Stock Purchase Plan;
9. Registration Statement on Form S-8 (File No. 333-157499), originally filed with the SEC on February 24, 2009, registering 1,500,000 shares of Common Stock under the Companys 2009 Equity Inducement Plan;
10. Registration Statement on Form S-8 (File No. 333-152105), originally filed with the SEC on July 3, 2008, registering 3,000,000 shares of Common Stock under the Companys Amended and Restated 2004 Stock Incentive Plan;
11. Registration Statement on Form S-8 (File No. 333-148602), originally filed with the SEC on January 11, 2008, registering 1,700,000 shares of Common Stock under the Companys 2007 Equity Inducement Plan;
12. Registration Statement on Form S-8 (File No. 333-135461), originally filed with the SEC on June 29, 2006, registering 250,000 shares of Common Stock under the Companys 2000 Employee Stock Purchase Plan;
13. Registration Statement on Form S-8 (File No. 333-135460), originally filed with the SEC on June 29, 2006, registering 4,400,000 shares of Common Stock under the Companys Amended and Restated 2004 Stock Incentive Plan;
14. Registration Statement on Form S-8 (File No. 333-116295), originally filed with the SEC on June 8, 2004, registering 4,400,000 shares of Common Stock under the Companys Amended and Restated 2004 Stock Incentive Plan;
15. Registration Statement on Form S-8 (File No. 333-98191), originally filed with the SEC on August 15, 2002, registering 1,750,000 shares of Common Stock under the Companys 1998 Stock Incentive Plan;
16. Registration Statement on Form S-8 (File No. 333-74612), originally filed with the SEC on December 5, 2001, registering 1,250,000 shares of Common Stock under the Companys 2001 Non-Officer, Non-Director Employee Stock Incentive Plan; and
17. Registration Statement on Form S-8 (File No. 333-44884), originally filed with the SEC on August 31, 2000, registering 4,873,759 shares of Common Stock under the Companys 1998 Stock Incentive Plan, 2000 Outside Director Stock Option Plan, and 2000 Employee Stock Purchase Plan.
On January 6, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of November 23, 2019 by and among the Company, Novartis AG, a company organized under the laws of Switzerland (Parent), and Medusa Merger Corporation, a Delaware corporation and indirect wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company (the Merger) with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent.
As a result of the Merger, the Company has terminated any and all offerings of the Companys 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
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securities that had been registered for issuance that remain unsold 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 as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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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 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 Parsippany, State of New Jersey, on January 6, 2020.
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THE MEDICINES COMPANY
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/S/ MARK TIMNEY
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Name:
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Mark Timney
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Title:
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Chief Executive Officer
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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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