Post-effective Amendment to an S-8 Filing (s-8 Pos)
28 August 2015 - 6:56AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 27, 2015
Registration No. 333-189552
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RECEPTOS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware |
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26-4190792 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
3033 Science Park Road, Suite 300
San Diego, California 92121
(858) 652-5700
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
2013 Stock
Incentive Plan
Employee Stock Purchase Plan
2008 Stock Plan
(Full
title of the plans)
Robert J. Hugin
Chairman and Chief Executive Officer
Celgene Corporation
86
Morris Avenue
Summit, New Jersey 07901
(908) 673-9000
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert A. Cantone, Esq.
Daniel I. Ganitsky, Esq.
Ori Solomon, Esq.
Proskauer Rose LLP
Eleven Times Square
New
York, New York 10036
(212) 969-3000
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. (Check one):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, which was originally filed on June 24, 2013
(File No. 333-189552) (the Registration Statement) of Receptos, Inc., a Delaware corporation (the Company), is being filed to deregister all shares of common stock of the Company that had been registered and remain
unsold under such Registration Statement.
On July 14, 2015, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement) with Celgene Corporation, a Delaware corporation (Parent), and Strix Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), providing for, among other
things, the merger of Acquisition Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The Merger became effective on August 27, 2015 pursuant to the Certificate of Merger
filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its
securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective
amendment, any securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by removing from registration all shares of common stock of the Company registered under the Registration Statement
that remain unsold.
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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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Summit, State of New Jersey, on August 27, 2015.
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RECEPTOS, INC. |
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By: |
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/s/ Peter N. Kellogg |
Name: |
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Peter N. Kellogg |
Title: |
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Chief Financial Officer |
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