Post-effective Amendment to an S-8 Filing (s-8 Pos)
09 May 2015 - 3:26AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 8, 2015
Registration No. 333-190460
Registration No. 333-195252
Registration No. 333-201519
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190460
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-195252
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-201519
UNDER
THE
SECURITIES ACT OF 1933
CELLULAR DYNAMICS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
Wisconsin |
|
26-1737267 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(IRS Employer
Identification No.) |
525 Science Drive
Madison, Wisconsin 53711
(608) 310-5100
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Cellular Dynamics
International, Inc. 2008 Equity Incentive Plan
Cellular Dynamics International, Inc. 2013 Equity Incentive Plan
(Full Title of the Plans)
Anna M. Geyso
Senior
Vice President, General Counsel and Secretary
Cellular Dynamics International, Inc.
525 Science Drive
Madison, Wisconsin 53711
Telephone (608) 310-5100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
|
|
|
Morrison & Foerster LLP
Shin-Marunouchi Building 29th Floor
5-1, Marunouchi 1-chome, Chiyoda-ku
Tokyo 100-6529, Japan
+81-3-3214-6522
Attention: Gary M. Smith, Esq. and
Kenji P. Taneda, Esq. |
|
Morrison & Foerster LLP
250 West 55th Street New
York, NY 10019-9601, U.S.A. 212-468-8000
Attention: Jeffery Bell, Esq. |
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 Securities Exchange Act of 1934, as amended (the Exchange Act). (Check one):
|
|
|
|
|
|
|
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
x |
|
|
|
|
Non-accelerated filer |
|
¨ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
|
¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements filed on Form S-8 (collectively, the Registration
Statements).
|
|
|
Registration Statement No. 333-190460, originally filed by Cellular Dynamics International, Inc. (the Company) with the Securities and Exchange Commission (the SEC) on
August 8, 2013, which registered the offering of an aggregate of 2,445,217 shares of the Companys common stock, par value $0.0001 per share (Shares); |
|
|
|
Registration Statement No. 333-195252, originally filed by the Company with the SEC on April 14, 2014, which registered the offering of an aggregate of 630,309 Shares; and |
|
|
|
Registration Statement No. 333-201519, originally filed by the Company with the SEC on January 14, 2015, which registered the offering of an aggregate of 632,560 Shares. |
The Company is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration any unissued and unsold
securities issuable by the Company pursuant to the above referenced Registration Statements.
On May 1, 2015, pursuant to the Agreement and Plan of
Merger, dated as of March 30, 2015 (the Merger Agreement), by and among FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (Parent), Badger Acquisition Corporation, a Wisconsin
corporation and a wholly owned indirect subsidiary of Parent (Purchaser) and the Company, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned indirect subsidiary
of Parent.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its
securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which
remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin,
on this May 8, 2015.
|
|
|
|
|
Cellular Dynamics International, Inc. |
|
|
By: |
|
/s/ Anna M. Geyso |
|
|
Name: |
|
Anna M. Geyso |
|
|
Title: |
|
Senior Vice President, General Counsel and Secretary |
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule
478 of the Securities Act of 1933, as amended.
CELLULAR DYNAMICS INTERNATIONAL, (NASDAQ:ICEL)
Historical Stock Chart
From Nov 2024 to Dec 2024
CELLULAR DYNAMICS INTERNATIONAL, (NASDAQ:ICEL)
Historical Stock Chart
From Dec 2023 to Dec 2024