Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 30 2016 - 2:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 30, 2016
Registration No. 333-175352
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-175352
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sagent
Pharmaceuticals, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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98-0536317
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification No.)
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1901 N. Roselle Road, Suite 700, Schaumburg, Illinois 60195
(Address of Principal Executive Offices) (Zip Code)
Sagent
Holding Co. 2007 Global Share Plan
Sagent Pharmaceuticals, Inc. 2011 Incentive Compensation Plan
(Full titles of plan)
Allan Oberman
Chief Executive Officer
Sagent Pharmaceuticals, Inc.
1901 N. Roselle Road,
Suite 700,
Schaumburg,
Illinois 60195
Telephone: (847) 908-1600
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
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Toby S. Myerson
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064
(212) 373-3000
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George P. Stamas
William B. Sorabella
Alexander D. Fine
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
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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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x
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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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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to Registration Statement No. 333-175352 (the
Registration Statement), originally filed with the Securities and Exchange Commission (the SEC) on July 5, 2011, pertaining to the registration of shares of common stock of Sagent Pharmaceuticals, Inc. (the
Company) offered or issuable under the Sagent Holding Co. 2007 Global Share Plan and the Sagent Pharmaceuticals, Inc. 2011 Incentive Compensation Plan. The Company is filing the Post-Effective Amendment to the Registration Statement to
withdraw and remove from registration the unissued and unsold securities issuable by the Company pursuant to the Registration Statement.
On July 10, 2016, Nichi-Iko Pharmaceutical Co., Ltd., a joint stock corporation organized under the laws of Japan (Parent),
Shepard Vision, Inc., a Delaware corporation (Purchaser), a wholly-owned subsidiary of Parent, and the Company entered into an agreement and plan of merger (the Merger Agreement).
Pursuant to the Merger Agreement, on August 1, 2016, Parent and Purchaser commenced an all-cash tender offer (the Offer) to
purchase all of the outstanding shares of common stock of the Company. The Offer expired at one minute following 11:59 p.m. (12:00 a.m.), New York City time, on August 26, 2016. On August 29, 2016, the Parent and the Purchaser acquired 28,818,609
shares of Company common stock, representing approximately 87.3% of the Companys outstanding shares of common stock.
Pursuant to
the Merger Agreement, Parent, through Purchaser, completed its acquisition of the Company on August 29, 2016 through a merger under Section 251(h) of the General Corporation Law of the State of Delaware (DGCL). In connection with the
merger, the shares of common stock of the Company not tendered in the Offer (other than shares of common stock held by the Company and shares of common stock held by the Companys stockholders who were entitled and have properly demanded
appraisal in connection with the merger under Section 262 of the DGCL) were converted into the right to receive the Offer consideration ($21.75 per share), net to the holder in cash, without interest, less any applicable withholding taxes. As a
result of the consummation of the transactions contemplated by the Merger Agreement, the Company is terminating all offerings of its securities pursuant to the Registration Statement.
In addition, on August 29, 2016, NASDAQ filed Form 25 to delist the Companys shares of common stock. The Company intends to file Form 15
to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.
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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Schaumburg, State of Illinois, on
August 30, 2016.
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Sagent Pharmaceuticals, Inc.
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By:
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/s/ Allan Oberman
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Name:
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Allan Oberman
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated on August 30, 2016.
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Name
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Title(s)
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/s/ Kenji Matsuyama
Kenji Matsuyama
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Director
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/s/ Yuichi Tamura
Yuichi Tamura
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Director
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/s/ Allan Oberman
Allan Oberman
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Chief Executive Officer and Director
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