As filed with the Securities and Exchange Commission on January 29, 2015
Registration No. 333-117595
Registration No. 333-135347
Registration No. 333-144452
Registration No. 333-159867
Registration No. 333-167776
Registration No. 333-175238
Registration No. 333-182943
Registration No. 333-198880
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8 REGISTRATION STATEMENT NO. 333-117595
FORM S-8 REGISTRATION STATEMENT NO. 333-135347
FORM S-8 REGISTRATION STATEMENT NO. 333-144452
FORM S-8 REGISTRATION STATEMENT NO. 333-159867
FORM S-8 REGISTRATION STATEMENT NO. 333-167776
FORM S-8 REGISTRATION STATEMENT NO. 333-175238
FORM S-8 REGISTRATION STATEMENT NO. 333-182943
FORM S-8 REGISTRATION STATEMENT NO. 333-198880
UNDER
THE SECURITIES ACT OF 1933
AUXILIUM PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 23-3016883 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
640 Lee Road
Chesterbrook, Pennsylvania 19087
(484) 321-5900
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan
Auxilium Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan, as Amended
Auxilium Pharmaceuticals, Inc. 2006 Employee Stock Purchase Plan
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan, Amended and Restated as of June 13, 2007
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan, Amended and Restated as of June 10, 2009
Auxilium Pharmaceuticals, Inc. 2006 Employee Stock Purchase Plan, Amended and Restated, Effective as of April 18, 2010
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan, Amended and Restated as of June 16, 2011
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan, Amended and Restated as of June 21, 2012
Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan Amended and Restated as of May 21, 2014
(Full Title of the Plans)
Rajiv De Silva
President and Chief Executive Officer
Auxilium Pharmaceuticals, Inc.
640 Lee Road
Chesterbrook, Pennsylvania 19807
(484) 321-5900
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With a copy to:
Alison S. Ressler
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by Auxilium Pharmaceuticals, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”).
| • | Registration Statement No. 333-117595, originally filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2004, which registered the offering of an aggregate of 2,980,713 shares of the Company’s common stock, $0.01 par value per share (“Shares”); |
| • | Registration Statement No. 333-135347, originally filed with SEC on June 26, 2006, which registered the offering of an aggregate of 3,454,550 Shares; |
| • | Registration Statement No. 333-144452, originally filed with SEC on July 10, 2007, which registered the offering of an aggregate of 2,000,000 Shares; |
| • | Registration Statement No. 333-159867, originally filed with SEC on June 10, 2009, which registered the offering of an aggregate of 2,650,000 Shares; |
| • | Registration Statement No. 333-167776, originally filed with SEC on June 25, 2010, which registered the offering of an aggregate of 500,000 Shares; |
| • | Registration Statement No. 333-175238, originally filed with SEC on June 30, 2011, which registered the offering of an aggregate of 3,750,000 Shares; |
| • | Registration Statement No. 333-182943, originally filed with SEC on July 31, 2012, which registered the offering of an aggregate of 1,400,000 Shares; and |
| • | Registration Statement No. 333-198880, originally filed with SEC on September 22, 2014, which registered the offering of an aggregate of 2,500,000 Shares. |
The Company is filing this Post-Effective Amendment No. 1 to its Registration Statements to withdraw and remove from registration the unissued and unsold securities issuable by the Company pursuant to the above referenced Registration Statements.
On January 29, 2015, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of November 17, 2014 (the “Merger Agreement”), among the Company, Endo International plc, a public limited company incorporated under the laws of Ireland (“Endo”), Endo U.S. Inc., a Delaware corporation and Avalon Merger Sub Inc., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of Endo.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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 this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, State of Pennsylvania, on this January 29, 2015.
| AUXILIUM PHARMACEUTICALS, INC. | ||
| By: | /s/ Rajiv De Silva | |
| Name: | Rajiv De Silva | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Rajiv De Silva |
President, Chief Executive Officer and Director | January 29, 2015 | ||
| Rajiv De Silva | ||||
| /s/ Suketu P. Upadhyay |
Executive Vice President, Chief Financial Officer and Director | January 29, 2015 | ||
| Suketu P. Upadhyay | ||||