Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 21 2018 - 11:53AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 21, 2018
Registration No. 333-223314
Registration No. 333-216675
Registration No. 333-210035
Registration No. 333-202792
Registration No. 333-194366
Registration No. 333-190514
Registration No. 333-172121
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER THE
SECURITIES ACT OF 1933
ENDOCYTE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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35-1969-140
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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3000 Kent Avenue, Suite A1-100
West Lafayette, IN 47906
(Address of Principal Executive Offices) (Zip Code)
ENDOCYTE, INC. 2010 EQUITY INCENTIVE PLAN
ENDOCYTE, INC. 2010 EMPLOYEE STOCK PURCHASE PLAN
ENDOCYTE, INC. 2007 STOCK PLAN
ENDOCYTE, INC. 1997 STOCK PLAN
(Full title of the plan)
Michael A. Sherman
President and Chief Executive Officer
Endocyte, Inc.
3000 Kent Avenue, Suite A1-100
West Lafayette, IN 47906
(Name and address of agent for service)
(765) 463-7175
(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, 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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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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
.
o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following registration statements of Endocyte, Inc. (the Company), each pertaining to the registration of the described number of shares of common stock of the Company offered under certain employee benefit and equity plans, originally filed on Form S-8 and as amended from time to time (collectively, the Registration Statements):
File No.
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Date Originally Filed
with the SEC
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Name of Equity Plan
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Shares of
Common
Stock Initially
Registered
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333-223314
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February 28, 2018
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Endocyte, Inc. 2010 Equity Incentive Plan
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1,494,294
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333-216675
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March 14, 2017
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Endocyte, Inc. 2010 Equity Incentive Plan
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864,744
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333-210035
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March 9, 2016
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Endocyte, Inc. 2010 Equity Incentive Plan
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1,262,436
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333-202792
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March 16, 2015
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Endocyte, Inc. 2010 Equity Incentive Plan
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1,677,644
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333-202792
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March 16, 2015
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Endocyte, Inc. 2010 Employee Stock Purchase Plan
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417,000
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333-194366
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March 6, 2014
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Endocyte, Inc. 2010 Equity Incentive Plan
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1,446,000
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333-194366
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March 6, 2014
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Endocyte, Inc. 2010 Employee Stock Purchase Plan
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361,000
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333-190514
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August 9, 2013
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Endocyte, Inc. 2010 Equity Incentive Plan
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2,865,365
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333-172121
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February 9, 2011
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Endocyte, Inc. 2010 Equity Incentive Plan
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1,498,929
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333-172121
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February 9, 2011
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Endocyte, Inc. 2010 Employee Stock Purchase Plan
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261,780
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333-172121
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February 9, 2011
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Endocyte, Inc. 2007 Stock Plan
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1,519,654
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333-172121
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February 9, 2011
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Endocyte, Inc. 1997 Stock Plan
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476,640
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As previously disclosed, on October 17, 2018, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Novartis AG, a company organized under the laws of Switzerland (Novartis), and Edinburgh Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Novartis (Merger Sub). Pursuant to the Merger Agreement, on December 21, 2018, Merger Sub was merged with and into Endocyte (the Merger), with Endocyte continuing as the surviving corporation and a wholly owned subsidiary of Novartis.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statements which remain unsold at the termination of the offerings, the Company hereby removes from registration all such securities as of the date of this Post-Effective Amendment. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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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 this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in West Lafayette, Indiana, on December 21, 2018.
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Endocyte, Inc.
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By:
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/s/ Michael A. Sherman
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Michael A. Sherman,
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President and Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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