As filed with the Securities and Exchange Commission on February 22, 2023
Registration No. 333-236247
Registration No. 333-254414
Registration No. 333-259346
Registration No. 333-262938
Registration No. 333-269897
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-236247
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-254414
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-259346
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-262938
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-269897
FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
1Life Healthcare, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 76-0707204 | |
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(Address of Principal Executive Offices)
1Life Healthcare, Inc. Amended 2007 Equity Incentive Plan
1Life Healthcare, Inc. 2017 Equity Incentive Plan
1Life Healthcare, Inc. 2020 Equity Incentive Plan
1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan
Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan
(Full titles of the plans)
Amir Dan Rubin
Chief Executive Officer and President
1Life Healthcare, Inc.
One Embarcadero Center, Suite 1900
San Francisco, CA 94111
(415) 814-0927
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Christodoulos Kaoutzanis
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
(212) 373-3445
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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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. ☐
TERMINATION OF REGISTRATION
These Post-Effective Amendments related to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) previously filed by 1Life Healthcare, Inc. (the “Registrant” or the “Company”) with the Securities and Exchange Commission (the “SEC”) are being filed to deregister any and all shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
1. | Registration File No. 333-236247, filed with the SEC on February 4, 2020, relating to the registration of 16,924,355 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Equity Incentive Plan, 2,800,000 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan, 22,541,677 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2017 Equity Incentive Plan, and 5,456,690 shares of Common Stock for issuance under the 1Life Healthcare, Inc. Amended 2007 Equity Incentive Plan; |
2. | Registration File No. 333-254414, filed with the SEC on March 17, 2021, relating to the registration of 5,378,897 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Equity Incentive Plan and 2,017,086 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan; |
3. | Registration File No. 333-259346, filed with the SEC on September 7, 2021, relating to the registration of 2,561,197 shares of Common Stock for issuance under the Iora Health, Inc. Third Amended and Restated 2011 Equity Incentive Plan; |
4. | Registration File No. 333-262938, filed with the SEC on February 23, 2022, relating to the registration of 7,668,883 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Equity Incentive Plan and 2,800,000 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan; and |
5. | Registration File No. 333-269897, filed with the SEC on February 22, 2023, relating to the registration of 8,241,225 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Equity Incentive Plan and 2,800,000 shares of Common Stock for issuance under the 1Life Healthcare, Inc. 2020 Employee Stock Purchase Plan. |
On February 22, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 20, 2022 (the “Merger Agreement”), by and among the Company, Amazon.com, Inc., a Delaware corporation (“Parent”) and Negroni Merger Sub, Inc., a Delaware corporation (“Merger Sub”), the Company became a wholly owned subsidiary of Parent.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant 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 Registrant hereby removes and withdraws from registration any and all securities of the Registrant registered pursuant to the Registration Statements that remain unsold or otherwise unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California on February 22, 2023.
1LIFE HEALTHCARE, INC. | ||
By: | /s/ Amir Dan Rubin | |
Amir Dan Rubin Chief Executive Officer and President |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the specified registration statements on Form S-8.