Xtl Biopharmaceuticals Ltd - Post-Effective Amendment to an S-8 filing (S-8 POS)
January 18 2008 - 4:02PM
Edgar (US Regulatory)
A
s
filed
with the Securities and Exchange Commission on January 18, 2008.
File
No.
333-148085
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8/A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
XTL
BIOPHARMACEUTICALS LTD.
(Exact
Name of Registrant as Specified in Its Charter)
Israel
|
|
98-048767
|
(State
or Other Jurisdiction of
|
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
|
Identification
Number)
|
711
Executive Blvd., Suite Q
Valley
Cottage, NY 10989
(845)
267-0707
(Address
of Principal Executive Offices)
Non-Plan
Share Options
(Full
Title of the Plans)
Ron
Bentsur
Chief
Executive Officer
XTL
Biopharmaceuticals Ltd.
711
Executive Blvd., Suite Q
Valley
Cottage, NY 10989
(845)
267-0707
(Name
and
Address of Agent For Service)
Copy
to
:
Mark
F. McElreath, Esq.
Alston
& Bird LLP
90
Park Avenue
New
York, New York 10016
(212)
210-9595
DEREGISTRATION
OF CERTAIN SECURITIES
XTL
Biopharmaceuticals Ltd. (the “Company”) hereby files this Post-Effective
Amendment No. 1 to its Registration Statement on Form S-8,
No. 333-148085 (the “Registration Statement”), to deregister 9,250,000
ordinary shares of the Company. The Company has resolved to cancel 9,250,000
options granted to Michael S. Weiss, Chairman of the Board of Directors (the
“Grantee”), at an exercise price of $0.354 per share (the “Original Options”)
and not granted under an option plan, and grant to the Grantee 9,250,000 options
(the “New Options”) on the exact same remaining terms and conditions as the
Original Options (including the remainder of the exercise period of the Original
Options), with the exception of the exercise price, which will be equal to
$0.36
per option. The New Options will be registered by the Company on a new
registration statement on Form S-8. The Company is filing this Post-Effective
Amendment No. 1 in accordance with the undertaking included in the
Registration Statement to remove from registration all securities that remain
unsold at the termination of the offering of the Original Options.
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 New York City, State of New York
on
this 18
th
day of
January, 2008.
|
XTL
BIOPHARMACEUTICALS LTD.
|
|
By:
|
/s/
Ron Bentsur
|
|
|
Ron
Bentsur
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by
the following persons in the capacities indicated as of January 18,
2008.
Signatures
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|
Title
|
|
|
|
*
|
|
|
Michael
S. Weiss
|
|
Chairman
of the Board of Directors
|
|
|
|
/s/
Ron Bentsur
|
|
|
Ron
Bentsur
|
|
Chief
Executive Officer and
Authorized
U.S. Representative
|
|
|
|
/s/
Bill Kessler
|
|
|
Bill
Kessler
|
|
Director
of Finance
(principal
financial and accounting officer)
|
|
|
|
*
|
|
|
William
J. Kennedy, Ph.D
|
|
Non-executive
Director
|
|
|
|
*
|
|
|
Ido
Seltenreich
|
|
Non-executive
Director and External Director
|
|
|
|
*
|
|
|
Vered
Shany, D.M.D.
|
|
Non-executive
Director and External Director
|
|
|
|
*
|
|
|
Ben
Zion Weiner, Ph.D
|
|
Non-executive
Director
|
*
|
By:
|
/s/
Ron Bentsur
|
|
|
|
|
Ron
Bentsur
|
|
|
Attorney-in-fact
|
|
|
|
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