As filed with the Securities and Exchange Commission on August 30, 2016
Registration No. 333-200027
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-3, Registration No. 333-200027
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sagent
Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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1901 N. Roselle Road, Suite 700,
Schaumburg, Illinois 60195
Telephone: (847) 908-1600
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98-0536317
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(State or other jurisdiction of
incorporation or organization)
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(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
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(I.R.S. Employer
Identification Number)
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Allan Oberman
Chief
Executive Officer
c/o Sagent Pharmaceuticals, Inc.
1901 N. Roselle Road,
Suite 700,
Schaumburg,
Illinois 60195
Telephone: (847) 908-1600
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
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Toby S. Myerson
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
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George P. Stamas
William B. Sorabella
Alexander D. Fine
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
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Approximate date of commencement of proposed sale to the public
: Not Applicable. Removal from registration of securities that were not sold pursuant to
the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.
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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 of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the
following box.
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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.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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.
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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.
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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.
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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.
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to Registration Statement No. 333-200027
filed by Sagent Pharmaceuticals, Inc. (the Company) on Form S-3 with the Securities and Exchange Commission (the SEC) on November 7, 2014 (the Registration Statement) to register 22,571,145 shares of common
stock and up to $500,000,000 in aggregate principal amount of debt securities. The Registration Statement became effective on December 5, 2014. The Company is filing the Post-Effective Amendment to withdraw and remove from registration the
unissued and unsold securities issuable by the Company pursuant to the Registration Statement.
On July 10, 2016, Nichi-Iko
Pharmaceutical Co., Ltd., a joint stock corporation organized under the laws of Japan (Parent), Shepard Vision, Inc., a Delaware corporation (Purchaser), a wholly-owned subsidiary of Parent, and the Company entered into an
agreement and plan of merger (the Merger Agreement).
Pursuant to the Merger Agreement, on August 1, 2016, Parent and
Purchaser commenced an all-cash tender offer (the Offer) to purchase all of the outstanding shares of common stock of the Company. The Offer expired at one minute following 11:59 p.m. (12:00 a.m.), New York City time, on August 26,
2016. On August 29, 2016, the Parent and the Purchaser acquired 28,818,609 shares of Company common stock, representing approximately 87.3% of the Companys outstanding shares of common stock.
Pursuant to the Merger Agreement, Parent, through Purchaser, completed its acquisition of the Company on August 29, 2016 through a merger
under Section 251(h) of the General Corporation Law of the State of Delaware (DGCL). In connection with the merger, the shares of common stock of the Company not tendered in the Offer (other than shares of common stock held by the
Company and shares of common stock held by the Companys stockholders who were entitled and have properly demanded appraisal in connection with the merger under Section 262 of the DGCL) were converted into the right to receive the Offer
consideration ($21.75 per share), net to the holder in cash, without interest, less any applicable withholding taxes. As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company is terminating all offerings
of its securities pursuant to the Registration Statement.
In addition, on August 29, 2016, NASDAQ filed Form 25 to delist the
Companys shares of common stock. The Company intends to file Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and its duty to file reports under
Sections 13 and 15(d) of the Exchange Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Schaumburg, State of Illinois, on August 30, 2016.
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SAGENT PHARMACEUTICALS, INC.
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By:
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/s/ Allan Oberman
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Name:
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Allan Oberman
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, the Post-Effective Amendment to the Registration Statement
has been signed by the following persons in the capacities as indicated on August 30, 2016.
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Name
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Title(s)
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/s/
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Kenji Matsuyama
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Director
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Kenji Matsuyama
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/s/
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Yuichi Tamura
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Director
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Yuichi Tamura
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/s/
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Allan Oberman
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Chief Executive Officer and Director
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Allan Oberman
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