Post-effective Amendment to an S-8 Filing (s-8 Pos)
2019年4月2日 - 10:41PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 2, 2019
Registration No. 333-197748
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM
S-8
REGISTRATION STATEMENT NO.
333-197748
UNDER
THE
SECURITIES ACT OF 1933
IMMUNE DESIGN CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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1616 Eastlake Ave. E., Suite 310
Seattle, Washington 98102
(206)
682-0645
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26-2007174
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(State or other jurisdiction
of incorporation)
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(Address of principal executive
offices including zip code)
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(I.R.S. Employer
Identification Number)
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Immune Design Corp. 2008 Equity Incentive Plan
Immune Design Corp. 2014 Omnibus Incentive Plan
Immune Design Corp. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Copies to:
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Geralyn Ritter
Secretary
Immune Design
Corp.
1616 Eastlake Ave. E., Suite 310
Seattle, Washington 98102
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Barbara L. Becker
Saee Muzumdar
Gibson,
Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
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(Name and address of agent for service)
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(206)
682-0645
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form
S-8
(the Registration Statement) filed by Immune Design Corp., a Delaware corporation (the Company) with the Securities and Exchange Commission:
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Registration
No. 333-197748,
filed on July 31, 2014,
registering (i) 1,806,705 shares of common stock of the Company, $0.001 par value per share (the common stock), in connection with the Companys 2008 Equity Incentive Plan, (ii) 1,400,000 shares of common stock in connection with
the Companys 2014 Omnibus Incentive Plan and (iii) 155,220 shares of common stock in connection with the Companys 2014 Employee Stock Purchase Plan.
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Pursuant to the Agreement and Plan of Merger, dated as of February 20, 2019 (the Merger Agreement), by and among the Company,
Merck Sharp & Dohme Corp., a New Jersey corporation (the Parent) and Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the Purchaser), the Purchaser merged with and into the
Company, with the Company continuing as the surviving corporation and a direct wholly owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings
of its securities pursuant to the Registration Statement and hereby removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such securities.
1
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 Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kenilworth, in the State of New Jersey, on this 2nd day of April, 2019.
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IMMUNE DESIGN CORP. (REGISTRANT)
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By:
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/s/ Faye C. Brown
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Name:
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Faye C. Brown
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Title:
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Assistant Secretary
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Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign
this Post-Effective Amendment No. 1 to the Registration Statement.
2
IMMUNE DESIGN CORP. (NASDAQ:IMDZ)
過去 株価チャート
から 5 2024 まで 6 2024
IMMUNE DESIGN CORP. (NASDAQ:IMDZ)
過去 株価チャート
から 6 2023 まで 6 2024
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