Kennett Square, Pennsylvania 19348
(610) 444-6350
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy To:
Brian V. Breheny
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, D.C. 20005
(202) 371-7000
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 Exchange Act.
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Large accelerated filer
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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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 the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments filed by Genesis Healthcare, Inc., a Delaware corporation (“Genesis” or the “Registrant”), deregister all shares of Genesis’ Class A common stock, $0.001 par value per share (the “Shares”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
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Registration Statement on Form S-8 (No. 333-244359), which was filed with the Commission on August 11, 2020, registering Shares issuable under Genesis’ 2020 Omnibus Incentive Plan;
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Registration Statement on Form S-8 (No. 333-231371), which was filed with the Commission on May 10, 2019, registering Shares issuable under Genesis’ Amended and Restated 2015 Omnibus Equity Incentive Plan;
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Registration Statement on Form S-8 (No. 333-219821), which was filed with the Commission on August 9, 2017, registering Shares issuable under Genesis’ Amended and Restated 2015 Omnibus Equity Incentive Plan;
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Registration Statement on Form S-8 (No. 333-204668), which was filed with the Commission on June 3, 2015, registering Shares issuable under Genesis’ 2015 Omnibus Equity Incentive Plan.
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Registration Statement on Form S-8 (No. 333-188485), which was filed with the Commission on May 9, 2013, registering Shares issuable under Genesis’ Amended and Restated Skilled Healthcare Group, Inc. 2007 Incentive Award Plan;
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Registration Statement on Form S-8 (No. 333-173925), which was filed with the Commission on May 4, 2011, registering Shares issuable under Genesis’ Amended and Restated Skilled Healthcare Group, Inc. 2007 Incentive Award Plan;
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Registration Statement on Form S-8 (No. 333-159026), which was filed with the Commission on May 7, 2009, registering Shares issuable under Genesis’ Amended and Restated Skilled Healthcare Group, Inc. 2007 Incentive Award Plan; and
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