UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-189518
FORM S-8 REGISTRATION STATEMENT NO. 333-170973
FORM S-8 REGISTRATION STATEMENT NO. 333-145062
FORM S-8 REGISTRATION STATEMENT NO. 333-145061
FORM S-8 REGISTRATION STATEMENT NO. 333-142708
FORM S-8 REGISTRATION STATEMENT NO. 333-107171
FORM S-8 REGISTRATION STATEMENT NO. 333-75396
FORM S-8 REGISTRATION STATEMENT NO. 333-31056
UNDER THE SECURITIES ACT OF 1933
Verenium Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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22-3297375
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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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3550 John Hopkins Court,
San Diego, California, 92121
(858) 431-8500
(Address of principal executive offices, including zip code)
Verenium Corporation 2010 Equity Incentive Plan, as amended
Verenium Corporation 2007 Equity Incentive Plan
Celunol Corp. (formerly known as BC International Corporation) 2006 Equity Incentive Plan
Celunol Corp. (formerly known as BC International Corporation) 2004 Equity Incentive Plan
Celunol Corp. (formerly known as BC International Corporation) 1998 Stock Plan
Celunol Corp. (formerly known as BC International Corporation) Stock Option Plan for Non-Employee Directors
Verenium Corporation 1999 Employee Stock Purchase Plan
2005 Non-Employee Directors’ Equity Incentive Plan
1997 Equity Incentive Plan
1999 Employee Stock Purchase Plan
1999 Non-Employee Directors’ Stock Option Plan
1994 Employee Incentive and Non-Qualified Stock Option Plan
(Full titles of the plans)
Alexander A. Fitzpatrick, Esq.
Senior Vice President, General Counsel and Corporate Secretary
Verenium Corporation
3550 John Hopkins Court
San Diego, CA 92121
(858) 431-8500
(Name, address, and telephone number, including area code, of agent for service)
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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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No.1, filed by Verenium Corporation, a Delaware corporation (the “Company”), removes from registration all shares of common stock, par value $0.001 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
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Registration
No.
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Date Filed with the
SEC
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Name of Equity Plan or Agreement
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Shares
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333-189518
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June 21, 2013
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Verenium Corporation 2010 Equity Incentive Plan, as amended
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1,800,000
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333-170973
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December 3, 2010
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Verenium Corporation 2010 Equity Incentive Plan
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2,000,000
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333-145062
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August 2, 2007
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Verenium Corporation 2007 Equity Incentive Plan
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9,750,000
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Celunol Corp. (formerly known as BC International Corporation) 2006 Equity Incentive Plan
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496,693
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Celunol Corp. (formerly known as BC International Corporation) 2004 Equity Incentive Plan
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8,826
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Celunol Corp. (formerly known as BC International Corporation) 1998 Stock Plan
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1,729
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Celunol Corp. (formerly known as BC International Corporation) Stock Option Plan for Non-Employee Directors
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56
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333-145061
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August 2, 2007
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Verenium Corporation 1999 Employee Stock Purchase Plan
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1,500,000
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333-142708
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May 8, 2007
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2005 Non-Employee Directors’ Equity Incentive Plan
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805,789
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333-107171
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July 18, 2003
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1997 Equity Incentive Plan
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2,000,000
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1999 Employee Stock Purchase Plan
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673,024
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1999 Non-Employee Directors’ Stock Option Plan
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300,000
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333-75396
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December 18, 2001
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1997 Equity Incentive Plan
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3,000,000
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333-31056
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February 24, 2000
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1994 Employee Incentive and Non-Qualified Stock Option Plan
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31,493
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1997 Equity Incentive Plan
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5,093,798
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1999 Non-Employee Directors’ Stock Option Plan
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277,719
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1999 Employee Stock Purchase Plan
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416,579
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On September 19, 2013, the Company entered into an Agreement and Plan of Merger with BASF Corporation, a Delaware corporation (“BASF”), and Pastinaca Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of BASF (“Purchaser”), providing for, among other things, the merger of the Company with and into the Purchaser, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). The Merger became effective at 12:37 p.m., New York City Time, on October 31, 2013, 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 any and all offerings of its Shares pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares that had been registered for issuance but which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
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