Post-effective Amendment to an S-8 Filing (s-8 Pos)
2014年11月25日 - 6:22AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 24, 2014
Registration No. 333-186545
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LIPOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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56-1879288 |
(State or other jurisdiction of
incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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2500 Sumner Boulevard
Raleigh, NC |
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27616 |
(Address of Principal Executive Offices) |
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(Zip Code) |
1997 Stock Option Plan, as amended
2007 Stock Incentive Plan, as amended
2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
(Full title of the plan)
F. Samuel Eberts III
President and Secretary
LipoScience, Inc.
c/o
Laboratory Corporation of America Holdings
358 South Main Street
Burlington, NC 27215
(Name and address of Agent for service)
(336) 229-1127
(Telephone number, including area code, of agent for service)
Copies to:
Michael J. Silver
John
H. Booher
G. Allen Hicks
Hogan Lovells US LLP
875 Third Avenue
New
York, NY 10022
(212) 918-3000
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 definition 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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¨ |
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Non-accelerated filer |
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þ (do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (333-186545), filed with the Securities
and Exchange Commission on February 8, 2013 (the Registration Statement) by LipoScience, Inc., a Delaware corporation (the Company), relating to (i) 497,381 shares reserved for issuance pursuant to the 1997 Stock
Option Plan, as amended, (ii) 1,559,467 shares reserved for issuance pursuant to the 2007 Stock Incentive Plan, (iii) 970,000 shares reserved for issuance pursuant to the 2012 Equity Incentive Plan and (iv) 242,500 shares reserved for
issuance pursuant to the 2012 Employee Stock Purchase Plan.
On November 20, 2014, pursuant to an Agreement and Plan of Merger, dated
September 24, 2014, by and among the Company, Laboratory Corporation of America Holdings, a Delaware corporation (LabCorp) and Bear Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of LabCorp
(Purchaser), Purchaser merged with and into the Company (the Merger), with the Company surviving as a wholly owned subsidiary of LabCorp.
As a result of the Merger, the Company terminated the plans set forth above, the offering pursuant to the Registration Statement has been
terminated and the Company ceased to be an independent, publicly traded company. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement.
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, state of North Carolina, on
November 24, 2014.
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LIPOSCIENCE, INC. |
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By: |
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/s/ F. Samuel Eberts III |
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Name: F. Samuel Eberts III |
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Title: President and Secretary |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
F. Samuel Eberts III and Glenn A. Eisenberg, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer) to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ F. Samuel Eberts III |
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President, Secretary and Director |
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November 24, 2014 |
F. Samuel Eberts III |
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(Principal Executive Officer) |
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/s/ Glenn A. Eisenberg |
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Executive Vice President, Treasurer and Director |
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November 24, 2014 |
Glenn A. Eisenberg |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ Sandra D. van der Vaart |
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Assistant Secretary |
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November 24, 2014 |
Sandra D. van der Vaart |
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