Bradley Pharmaceuticals Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
22 February 2008 - 10:00AM
Edgar (US Regulatory)
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
BRADLEY
PHARMACEUTICALS, INC.
(Exact name of registrant as
specified in its charter)
Delaware
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22-2581418
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation)
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Identification No.)
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383 Route 46 West, Fairfield, NJ
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07084-2402
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(Address of principal executive offices)
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(Zip code)
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AMENDMENT AND
RESTATEMENT OF
THE 1990 INCENTIVE AND NON-QUALIFIED STOCK
OPTION PLAN
AND
THE 1999 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
OF
BRADLEY PHARMACEUTICALS, INC.
(Full title of the Plans)
Paul McGarty
President and Chief Executive Officer
383 Route 46 West,
Fairfield, NJ 07004-2402
(Name and address of agent for service)
(973) 882-1505
(Telephone number, including area code, of agent for service)
Copy to:
Steven Khadavi
Dorsey & Whitney LLP
250 Park Ave
New York, New York 10177
(212) 415-9376
This
Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely
to remove from registration securities that were registered and will not be issued in
connection with the registrants offering.
The
Form S-8 Registration Statement (Registration No. 333-75382) (the Registration Statement)
of Bradley Pharmaceuticals, Inc., a Delaware corporation (the Company), pertaining to
the registration of 985,443 shares of the Companys common stock, par value $0.01 per
share (the Company Common Stock), issuable pursuant to the 1990 Incentive and
Non-Qualified Stock Option Plan of Bradley Pharmaceuticals, Inc. (the 1990 Plan) and
3,250,000 shares of the Company Common Stock, issuable pursuant to the 1999 Incentive and
Non-Qualified Stock Option Plan of Bradley Pharmaceuticals, Inc. (the 1999 Plan and
together with the 1990 Plan, the Plans), to which this Post-Effective Amendment No. 1
relates, was originally filed with the Securities and Exchange Commission on December 18,
2001.
Pursuant
to the Agreement and Plan of Merger dated as of October 29, 2007 (the Merger Agreement),
among the Company, Nycomed US Inc. and Phase Merger Sub Inc. (Merger Sub), Merger Sub
merged with and into the Company on February 21, 2008 (the time of such merger, the Effective
Time), with the Company as the surviving entity (the Merger). The Merger was approved
by the holders of the Companys common stock on February 21, 2008, as required under
Delaware law and the terms of the Merger Agreement. As a result of the Merger, the
holders of shares of the Company Common Stock and Class B common stock, par value $0.01,
of the Company, issued and outstanding immediately prior to the Effective Time of the
Merger received $20.00 in cash per share, without interest (the Merger Consideration),
and all such shares are no longer outstanding and have ceased to exist, and each holder
of a certificate that immediately prior to the Effective Time of the Merger represented
any such shares of the Companys common stock no longer has any rights with respect
thereto, except the right to receive the Merger Consideration.
As
a result of the Merger, the Company has terminated all offerings of the Companys
securities pursuant to certain existing registration statements, including the
Registration Statement, as of the Effective Time. 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 of the Company which remain unsold at the
termination of the offering subject to the Registration Statement, the Company hereby
removes from registration all securities registered under the Registration Statement that
remain unissued or unobligated as of the Effective Time.
[Signature page to
follow]
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly
caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Fairfield, State of New Jersey, on February 21, 2008.
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BRADLEY PHARMACEUTICALS, INC.
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By:
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/s/ Paul McGarty
Paul McGarty
President and Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
Form S-8 Registration Statement has been signed by the following persons, in the
capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Runar Bjørklund
Runar Bjørklund
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Director
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February 21, 2008
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/s/ Paul McGarty
Paul McGarty
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Director, President and Chief
Executive Officer (Principal
Executive Officer)
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February 21, 2008
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/s/ Arthur Dulik, Jr.
Arthur Dulik, Jr.
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Director, Senior Vice
President,
Treasurer and Secretary (Principal
Financial Officer and Principal
Accounting Officer)
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February 21, 2008
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