As filed with the Securities and Exchange Commission on June 23, 2015
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-197046
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-189608
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-185351
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-185349
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-177827
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172812
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147431
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-147430
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-138807
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-129600
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-107508
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-74304
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-64064
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-90377
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-66401
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-44147
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-44145
UNDER THE SECURITIES ACT OF 1933
ALEXION PHARMA LLC (successor in interest to SYNAGEVA BIOPHARMA CORP.)
(Exact name of registrant as specified in its charter)
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Delaware |
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56-1808663 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
33 Hayden Avenue
Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
SYNAGEVA BIOPHARMA CORP. 2014 EQUITY INCENTIVE PLAN
SYNAGEVA BIOPHARMA CORP. 2005 STOCK PLAN
SYNAGEVA BIOPHARMA CORP. EMPLOYEE STOCK PURCHASE PLAN
SYNAGEVA BIOPHARMA CORP. 2005 STOCK PLAN
1996 STOCK OPTION PLAN OF AVIGENICS, INC.
AMENDED TRIMERIS, INC. 2007 STOCK INCENTIVE PLAN
TRIMERIS, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN
TRIMERIS, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN
TRIMERIS, INC. 1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Scott Phillips
President
Alexion Pharma
LLC
33 Hayden Avenue
Lexington, Massachusetts 02421
(781) 357-9900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
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John Moriarty Executive Vice President, General Counsel Alexion Pharmaceuticals, Inc. 352 Knotter Drive Cheshire, Connecticut 06410 (203) 272-2596 |
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Daniel A. Neff Mark Gordon Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company:
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Large accelerated filer x |
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Accelerated filer ¨ |
Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments), filed by Synageva BioPharma Corp., a Delaware corporation (the
Registrant), deregister all shares of the Registrants common stock, $0.001 par value per share (the Shares), remaining unissued under the following Registration Statements on Form S-8 (each, a Registration
Statement, and collectively, the Registration Statements) filed by the Registrant with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form S-8 (No. 333-197046), pertaining to the registration of 3,500,000 Shares, issuable under the Synageva BioPharma Corp. 2014 Equity Incentive Plan, which was filed with the
Commission on June 26, 2014. |
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Registration Statement on Form S-8 (No. 333-189608), pertaining to the registration of 1,500,000 Shares, issuable under the Synageva BioPharma Corp. 2005 Stock Plan, as amended, which was filed with the
Commission on June 26, 2013. |
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Registration Statement on Form S-8 (No. 333-185351), pertaining to the registration of 150,000 Shares, issuable under the Synageva BioPharma Corp. Employee Stock Purchase Plan, which was filed with the
Commission on December 7, 2012. |
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Registration Statement on Form S-8 (No. 333-185349), pertaining to the registration of 1,500,000 Shares, issuable under the Synageva BioPharma Corp. 2005 Stock Plan, which was filed with the Commission on
December 7, 2012. |
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Registration Statement on Form S-8 (No. 333-177827), pertaining to the registration of 1,718,079 Shares issuable under the Synageva BioPharma Corp. 2005 Stock Plan or the 1996 Stock Option Plan of AviGenics,
Inc., which was filed with the Commission on November 8, 2011. |
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Registration Statement on Form S-8 (No. 333-172812), pertaining to the registration of 700,000 Shares, issuable under the Amended Trimeris, Inc. 2007 Stock Incentive Plan, which was filed with the Commission
on March 14, 2011. |
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Registration Statement on Form S-8 (No. 333-147431), pertaining to the registration of 250,000 Shares, issuable under the Trimeris, Inc. 2007 Employee Stock Purchase Plan, which was filed with the Commission
on November 15, 2007. |
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Registration Statement on Form S-8 (No. 333-147430), pertaining to the registration of 1,000,000 Shares, issuable under the Trimeris, Inc. 2007 Stock Incentive Plan, which was filed with the Commission on
November 15, 2007. |
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Registration Statement on Form S-8 (No. 333-138807), pertaining to the registration of 500,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on November 17, 2006. |
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Registration Statement on Form S-8 (No. 333-129600), pertaining to the registration of 350,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on November 9, 2005. |
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Registration Statement on Form S-8 (No. 333-107508), pertaining to the registration of 1,300,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on July 31, 2003. |
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Registration Statement on Form S-8 (No. 333-74304), pertaining to the registration of 750,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on November 30, 2001. |
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Registration Statement on Form S-8 (No. 333-64064), pertaining to the registration of 750,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on June 28, 2001. |
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Registration Statement on Form S-8 (No. 333-90377), pertaining to the registration of 1,000,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on November 5, 1999. |
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Registration Statement on Form S-8 (No. 333-66401), pertaining to the registration of 750,000 Shares, issuable under the Trimeris, Inc. Amended and Restated Stock Incentive Plan, which was filed with the
Commission on October 30, 1998. |
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Registration Statement on Form S-8 (No. 333-44147), pertaining to the registration of 250,000 Shares, issuable under Trimeris, Inc. 1997 Employee Stock Purchase Plan, which was filed with the Commission on
January 12, 1998. |
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Registration Statement on Form S-8 (No. 333-44145), pertaining to the registration of 852,941 Shares, issuable under the Trimeris, Inc. Stock Incentive Plan, which was filed with the Commission on
January 12, 1998. |
Pursuant to the Agreement and Plan of Reorganization, dated as of May 5, 2015 (the Merger
Agreement), by and among Alexion Pharmaceuticals, Inc., a Delaware corporation (Alexion), Pulsar Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Alexion (the Offeror), Galaxy Merger Sub
LLC, a Delaware limited liability company (Merger Sub) and direct wholly owned subsidiary of Alexion, and the Registrant, the Offeror was merged with and into the Registrant (the Merger), with the Registrant continuing as the
surviving corporation and a direct wholly owned subsidiary of Alexion. Following the Merger, the Registrant, as the surviving corporation of the Merger, was merged with and into Merger Sub, with Merger Sub surviving the merger under the name
Alexion Pharma LLC and becoming the successor in interest to the Registrant (the Surviving Company). The Merger became effective on June 22, 2015.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance
with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Surviving Company, as the
successor in interest to the Registrant, hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Surviving Company, as successor in interest to 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cheshire,
State of Connecticut, on June 23, 2015.
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ALEXION PHARMA LLC (as successor in interest to Synageva BioPharma Corp.) |
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By: |
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/s/ Scott Phillips |
Name: Title: |
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Scott Phillips President |
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration
Statements have been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Scott Phillips
Scott Phillips |
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President (Principal Executive Officer) |
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June 23, 2015 |
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/s/ Scott Phillips
Scott Phillips |
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Treasurer (Principal Financial and Accounting Officer) |
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June 23, 2015 |
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/s/ David Hallal
David Hallal |
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Chief Executive Officer of Alexion Pharmaceuticals, Inc., as sole member of Alexion Pharma LLC |
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June 23, 2015 |
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