Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 18 2014 - 7:57AM
Edgar (US Regulatory)
Registration Statement No. 333-169466
Registration Statement No. 333-172911
Registration Statement No. 333-180229
Registration Statement No. 333-186010
Registration Statement No. 333-190398
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-169466
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172911
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-180229
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-186010
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190398
UNDER
THE
SECURITIES ACT OF 1933
NUPATHE INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-2218246
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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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7 Great Valley Parkway, Suite 300
Malvern, Pennsylvania 19355
(610) 232-0800
(Address,
Including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
NuPathe Inc. 2010
Omnibus Incentive Compensation Plan
NuPathe Inc. 2010 Employee Stock Purchase Plan
(Full Title of the Plans)
Austin Kim
7 Great Valley Parkway, Suite 300
Malvern, Pennsylvania 19355
(610) 232-0800
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kirkland & Ellis LLP
601 Lexington Ave
New
York, NY 10022
Attention: David Fox
Jeffrey Symons
David
Feirstein
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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¨
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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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x
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments) filed by NuPathe Inc., a Delaware corporation (the
Company), remove from registration all shares of common stock, par value $0.001 (Common Stock), of the Company registered under the following Registration Statements on Form S-8 (each, a Registration Statement,
and collectively, the Registration Statements) filed by the Company with the U.S. Securities and Exchange Commission (the Commission):
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All shares of Common Stock registered under the Registration Statements which were originally filed with the Commission on September 17, 2010, March 18, 2011, March 20,
2012, January 14, 2013 and August 6, 2013, pertaining to the registration of shares of Common Stock offered under the NuPathe Inc. 2010 Omnibus Incentive Compensation Plan, as amended from time to time.
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All shares of Common Stock registered under the Registration Statement which was originally filed with the Commission on September 17, 2010 pertaining to the registration of shares of Common Stock offered under the
NuPathe Inc. 2010 Employee Stock Purchase Plan.
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On January 17, 2014, the Company entered into an Agreement and Plan of
Merger with Teva Pharmaceutical Industries Ltd., an Israeli corporation (Parent), and Train Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), providing for, among other things, the
merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. The Merger is effective as of February 21, 2014 (the Effective
Time), pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.
At the Effective Time, each
outstanding share of Common Stock (other than shares held by the Company as treasury stock, Parent or Merger Sub) was automatically converted into the right to receive $3.65 in cash, without interest and less any applicable withholding taxes, plus
contractual rights to receive up to an additional $3.15 in contingent cash consideration payments, less any applicable withholding taxes, payable in the future upon achievement of certain milestones related to the Companys primary product.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a posteffective amendment, any securities which remain unsold at the
termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements which remained unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the
Registration Statements.
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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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Malvern, in
the Commonwealth of Pennsylvania, on March 18, 2014.
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NUPATHE INC.
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By:
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/s/ Austin D. Kim
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Name: Austin D. Kim
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Title: Secretary
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of
1933, as amended.
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