Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 13 2018 - 11:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 13, 2018
Registration
No. 333-213728
Registration
No. 333-147420
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S8 Registration Statement
No. 333-213728
Post-Effective Amendment No. 2 to Form S8 Registration Statement
No. 333-147420
UNDER
THE SECURITIES ACT OF 1933
SUCAMPO
PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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30-0520478
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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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805 King Farm Blvd, Suite 550, Rockville, Maryland 20850
(Address of principal executive offices, including zip code)
2016 Equity Incentive Plan
2006 Employee Stock Purchase Plan
Amended and Restated 2006 Stock Incentive Plan
Amended and Restated 2001 Stock Incentive Plan
(Full titles of the plans)
Kathleen A.
Schaefer
Sucampo Pharmaceuticals, Inc.
c/o Mallinckrodt plc
675
James S. McDonnell Blvd.
Hazelwood, MO 63042
(314)
654-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies
to:
Adam O. Emmerich, Esq.
Victor Goldfeld, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New
York, NY 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, or an emerging company. See definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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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 smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 13(a) of the Exchange Act. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (the Post-Effective Amendments), filed by Sucampo Pharmaceuticals, Inc., a Delaware corporation
(the Company), remove from registration all shares of Class A common stock, par value $0.01 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
SEC
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Name of Equity Plan or
Agreement
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Shares
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333-213728
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September 21, 2016
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2016 Equity Incentive Plan
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10,568,462
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333-147420
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November 15, 2007, as amended by Post-Effective Amendment No. 1 on December 30, 2008
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2006 Employee Stock Purchase Plan, Amended and Restated 2006 Stock Incentive Plan, Amended and Restated 2001 Stock Incentive Plan
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13,900,900
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On December 23, 2017, the Company entered into an Agreement and Plan of Merger (the Merger
Agreement) with Mallinckrodt plc, an Irish public limited company (Parent), and Sun Acquisition Co., a Delaware corporation and a wholly owned indirect subsidiary of Parent (Purchaser). Pursuant to the Merger Agreement,
Parent caused Purchaser to commence a cash tender offer for all of the Companys outstanding Shares at a purchase price of $18.00 per Share (the Offer). On February 13, 2018, following the completion of the Offer, Purchaser
merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent (the Merger) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware.
In connection with the Merger, the Company is terminating all offerings of its Shares pursuant to the Registration Statements and
deregistering the remaining securities registered but unsold under 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 which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 on Form
S-8
to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Hazelwood, Missouri, on this 13th day of February, 2018. No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form
S-8
in reliance upon Rule 478 under the Securities Act of 1933.
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SUCAMPO PHARMACEUTICALS, INC.
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By:
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/s/ Kathleen A. Schaefer
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Name: Kathleen A. Schaefer
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Title: President
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