Post-effective Amendment to an S-8 Filing (s-8 Pos)
2015年12月12日 - 6:46AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 11, 2015.
Registration No. 333-150129
Registration No. 333-187602
Registration No. 333-193733
Registration No. 333-203071
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-150129
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-187602
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-193733
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-203071
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Midatech
Pharma US Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction
of Incorporation)
81-0750194
(I.R.S. Employer
Identification Number)
8601 Six
Forks Road, Suite 160
Raleigh, NC 27615
(919) 872-5578
DARA
BioSciences, Inc. 2003 Amended and Restated Employee, Director and Consultant Stock Plan
DARA BioSciences, Inc. 2008 Employee,
Director and Consultant Stock Plan
(Full Title of the Plan)
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Christopher Clement, Chief Executive Officer
Midatech Pharma US Inc.
8601 Six Forks Road, Suite 160
Raleigh, NC 27615 (919)
872-5578 |
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With copies to:
Samuel P. Williams, Esq.
Timothy W. Matthews, Esq.
Jason S. McCaffrey, Esq.
Brown Rudnick LLP One
Financial Center Boston, MA 02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201 |
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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Accelerated filer |
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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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TERMINATION OF REGISTRATION
Midatech Pharma US Inc. (the Company), formerly known as DARA BioSciences, Inc. (DARA), is filing this Post-Effective
Amendment to its Registration Statements on Form S-8 to withdraw and remove from registration the unissued and unsold Company common stock, par value $0.01 per share, issuable by the Company pursuant to the DARA BioSciences, Inc. 2003 Amended and
Restated Employee, Director and Consultant Stock Plan and the DARA BioSciences, Inc. 2008 Employee, Director and Consultant Stock Plan and previously registered by the Company with the Securities and Exchange Commission (the SEC)
pursuant to the following registration statements:
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Registration Statement on Form S-8 (Registration No. 333-150129) filed with the SEC on April 8, 2008 |
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Registration Statement on Form S-8 (Registration No. 333-187602) filed with the SEC on March 28, 2013 |
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Registration Statement on Form S-8 (Registration No. 333-193733) filed with the SEC on February 4, 2014 |
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Registration Statement on Form S-8 (Registration No. 333-203071) filed with the SEC on March 27, 2015 (collectively, the Registration Statements). |
On December 4, 2015, Midatech Pharma PLC (Midatech) completed its acquisition of the Company pursuant to an Agreement and
Plan of Merger, dated as of June 3, 2015 (the Merger Agreement), by and among Midatech, Merlin Acquisition Sub, Inc., a wholly owned subsidiary of Midatech (Merger Sub), Duke Acquisition Sub, Inc., a wholly owned
subsidiary of Midatech (Secondary Merger Sub), DARA and Shareholder Representative Services, LLC, solely as representative of the stockholders of DARA (the Stockholder Representative). Under the terms of the Merger Agreement,
Merger Sub merged with and into DARA (the First Step Merger), with DARA being the surviving corporation of the First Step Merger and a wholly owned subsidiary of Midatech (the Surviving Corporation). Immediately following the
First Step Merger, the Surviving Corporation merged with and into Secondary Merger Sub, with Secondary Merger Sub surviving as a wholly owned subsidiary of Midatech under the name Midatech Pharma US Inc. (the Second Step Merger, and
together with the First Step Merger, the Mergers).
Pursuant to the terms and subject to the conditions of the Merger
Agreement, each outstanding share of DARA common stock was converted into the right to receive, without interest, certain consideration, which included 0.272 ordinary shares of Midatech, nominal value 0.0005p (the Ordinary Shares). All
Ordinary Shares delivered to the holders of DARA common stock are in the form of American Depositary Receipts, each representing the right to receive two Ordinary Shares.
As a result of the Mergers, the Company has terminated all offerings of its securities pursuant to its existing registration statements filed
with the SEC under the Securities Act of 1933, as amended, including 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 of the securities that had been registered that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain
unsold.
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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of
North Carolina, on December 11, 2015.
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Midatech Pharma US Inc. |
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By: |
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/s/ Christopher Clement |
Name: |
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Christopher Clement |
Title: |
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Chief Executive Officer |
No other person is required to sign this Post-Effective Amendment to the Registration Statements in
reliance upon Rule 478 of the Securities Act of 1933, as amended.
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