Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 13 2016 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 13, 2016
Registration
No. 333-
157279
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-157279
UNDER THE SECURITIES ACT OF 1933
TRANSITION THERAPEUTICS INC.
(Exact name of registrant as specified
in its charter)
Ontario, Canada
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None
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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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101 College Street, Suite 220
Toronto, Ontario, Canada
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M5G 1L7
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(Address of Principal Executive Offices)
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(Zip Code)
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The Amended and Restated Stock Option Plan of Transition Therapeutics Inc.
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(Full title of the plans)
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CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
(212) 894-8940
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(Name, address and telephone number, including area code, of agent for service)
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with copies to:
Robert L. Grossman, Esq.
Joshua M. Samek, Esq.
Greenberg Traurig, P.A.
333 Southeast 2
nd
Avenue
Suite 4400
Miami, Florida 33131
(305) 579-0500
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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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þ
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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 (this “
Amendment
”) relates to the Registration Statement on Form S-8, Registration Statement No. 333-157279,
of Transition Therapeutics Inc., an Ontario corporation (the “
Registrant
”), filed with the Securities and Exchange
Commission on February 12, 2009, registering the offering and sale of common shares, no par value, of the Registrant under the
Registrant’s Amended and Restated Stock Option Plan (the “
Registration Statement
”).
On August 31, 2016,
pursuant to the Arrangement Agreement, dated as of June 29, 2016, by and among OPKO Health, Inc., a Delaware corporation (“
Parent
”),
OPKO Global Holdings, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Parent (“
Sub
”), and
the Registrant, Sub acquired all of the equity interests of the Registrant, with the Registrant becoming a wholly-owned subsidiary
of Parent (the “
Arrangement
”).
As a result of the
Arrangement, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. Accordingly,
the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statement as
of the date of this Amendment.
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 Amendment to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Toronto, Province of Ontario, Canada, on September 13, 2016.
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Transition Therapeutics Inc.
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By:
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/s/ Nicole Rusaw
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Name:
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Nicole Rusaw
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Title:
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Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated on September 13, 2016.
Name
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Title(s)
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/s/ Dr. Tony Cruz
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Director & Chief Executive Officer
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Dr. Tony Cruz
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(Principal Executive Officer)
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/s/ Nicole Rusaw
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Chief Financial Officer
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Nicole Rusaw
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Steven Rubin
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Director
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Steven Rubin
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/s/ Adam Logal
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Director
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Adam Logal
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