As filed with
the Securities and Exchange Commission on November 21, 2022
Registration No.
333-216578
Registration No.
333-219671
Registration No.
333-221442
Registration No.
333-223364
Registration No.
333-263504
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1 to:
Form S-8
Registration Statement No. 333-216578
Post-Effective
Amendment No. 1 to:
Form S-8
Registration Statement No. 333-219671
Post-Effective
Amendment No. 1 to:
Form S-8
Registration Statement No. 333-221442
Post-Effective
Amendment No. 1 to:
Form S-8
Registration Statement No. 333-223364
Post-Effective
Amendment No. 1 to:
Form S-8
Registration Statement No. 333-263504
UNDER
THE
SECURITIES ACT OF 1933
AERIE
PHARMACEUTICALS, INC.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
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20-3109565
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(State or Other
Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification No.)
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4301 Emperor
Blvd., Suite 400
Durham, North
Carolina 27703
(Address of
Principal Executive Offices, Including Zip Code)
AERIE
PHARMACEUTICALS, INC. INDUCEMENT AWARD PLAN
AERIE
PHARMACEUTICALS, INC. AMENDED AND RESTATED INDUCEMENT AWARD
PLAN
AERIE
PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INDUCEMENT AWARD
PLAN
(Full Title of
the Plan)
Royce
Bedward
Senior Vice
President, General Counsel
Aerie
Pharmaceuticals, Inc.
6201 South
Freeway
Fort Worth,
Texas 76134
(817)
293-0450
(Name, address
and telephone number, including area code, of agent for
service)
Copies
to:
Graham
Robinson
Faiz
Ahmad
Skadden, Arps,
Slate, Meagher & Flom LLP
500 Boylston
Street
Boston,
Massachusetts 02116
(617)
573-4800
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Tom
Hudnall
Assistant
Secretary
Aerie
Pharmaceuticals, Inc.
6201 South
Freeway
Fort Worth,
Texas 76134
(817)
293-0450
|
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
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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. ☐
EXPLANATORY NOTE — DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
relates to the following Registration Statements on Form S-8
(collectively, the “Registration Statements”), originally filed
with the Securities and Exchange Commission (the “SEC”) by Aerie
Pharmaceuticals, Inc., a Delaware corporation (the
“Registrant”):
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• |
Registration Statement on Form S-8 (File No. 333-216578),
filed with the SEC on March 9, 2017, registering 418,000 shares of
common stock, $0.001 par value per share, under the Aerie
Pharmaceuticals, Inc. Inducement Award Plan.
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• |
Registration Statement on Form S-8 (File No. 333-219671),
filed with the SEC on August 3, 2017, registering 463,500 shares of
common stock, $0.001 par value per share, under the Aerie Pharmaceuticals, Inc. Inducement Award
Plan.
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• |
Registration Statement on Form S-8 (File No. 333-221442),
filed with the SEC on November 9, 2017, registering 83,700 shares
of common stock, $0.001 par value per share, under the Aerie Pharmaceuticals, Inc. Amended and
Restated Inducement Award Plan.
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• |
Registration Statement on Form S-8 (File No. 333-223364),
filed with the SEC on March 1, 2018, registering 327,300 shares of
common stock, $0.001 par value per share, under the Aerie Pharmaceuticals, Inc. Second Amended
and Restated Inducement Award Plan.
|
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• |
Registration Statement on Form S-8 (File No. 333-263504),
filed with the SEC on March 11, 2022, registering 2,700,000 shares of common stock,
$0.001 par value per share, under the Aerie Pharmaceuticals, Inc. Second Amended
and Restated Inducement Award Plan.
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Pursuant to the Agreement and
Plan of Merger, dated as of August 22, 2022, among the Registrant,
Alcon Research, LLC (“Parent”), and Lyon Merger Sub, Inc. (“Merger
Sub”), Merger Sub merged with and into the Registrant (the
“Merger”) on November 21, 2022, with the Registrant becoming a
wholly-owned subsidiary of Parent as of the effective time of the
Merger. At the effective time of the Merger, each
outstanding share of common stock of the Registrant was converted
into the right to receive $15.25 in cash (in the case of
outstanding stock options, less the exercise price for the
applicable shares of common stock underlying the stock option),
without interest and subject to required withholding taxes.
As a result of the Merger, the
Registrant has terminated all offerings of the Registrant’s
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
Registrant in the Registration Statements to remove from
registration, by means of a post-effective amendment, any of the
securities that have been registered for issuance that remain
unsold at the termination of the offering, the Registrant hereby
removes from registration all of such securities of the Registrant
registered but not sold or otherwise issued under the Registration
Statements, if any, as of the date hereof. Each Registration
Statement is hereby amended, as appropriate, to reflect the
deregistration of such securities, and the Registrant hereby
terminates the effectiveness of each Registration Statement.
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 the City of
Durham, State of North Carolina, on November 21, 2022.
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AERIE PHARMACEUTICALS,
INC.
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By:
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/s/
Tom Hudnall |
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Name: Tom Hudnall
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Title: Assistant Secretary
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No
other person is required to sign this Post-Effective Amendment to
the Registration Statements in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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