As filed with the Securities and Exchange Commission on November 24, 2021
Registration No. 333-253396
Registration No. 333-236619
Registration No. 333-230058
Registration No. 333-223147
Registration No. 333-216313
Registration No. 333-210255
Registration No. 333-202467
Registration No. 333-195384
Registration No. 333-249872
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-253396
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-236619
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-230058
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-223147
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-216313
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-210255
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-202467
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-195384
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-249872
Under
The Securities Act of 1933
ADAMAS PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 26-0038620 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
|
1900 Powell Street, Suite 1000 Emeryville, CA |
94608 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Adamas Pharmaceuticals, Inc. 2002 Employee, Director and Consultant Stock Plan, as amended
Adamas Pharmaceuticals, Inc. 2007 Stock Plan, as amended
Adamas Pharmaceuticals, Inc. 2014 Equity Incentive Plan
Adamas Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan
Adamas Pharmaceuticals, Inc. 2016 Inducement Plan
(Full title of the plan)
Jack A. Khattar
President, Treasurer and Secretary
Adamas Pharmaceuticals, Inc.
9715 Key West Avenue
Rockville, Maryland 20850
(Name and address of agent for service)
Telephone: (301) 838-2500
(Telephone number, including area code, of agent for service)
Copies to:
Mark I. Gruhin, Esq.
George A. Naya, Esq.
Saul Ewing Arnstein & Lehr LLP
1919 Pennsylvania Avenue NW, Suite 550
Washington, DC 20006
Telephone: (202) 333-8800
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 | x | Smaller reporting company | x | |
| 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. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”), previously filed by Adamas Pharmaceuticals, Inc., a Delaware corporation (“Adamas”), with the U.S. Securities and Exchange Commission (the “SEC”):
On November 24, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of October 10, 2021, by and among Adamas, Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”), and Supernus Reef, Inc., a Delaware corporation and wholly owned subsidiary of Supernus (“Purchaser”), Purchaser merged with and into Adamas (the “Merger”), with Adamas surviving the Merger as a wholly owned subsidiary of Supernus.
As a result of the Merger, Adamas has terminated any and all offerings of Adamas’ securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by Adamas in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or not yet issued at the termination of the offering, Adamas hereby removes from registration all such securities of Adamas registered pursuant to the Registration Statements that remain unsold or not yet issued as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Adamas 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on November 24, 2021.
| ADAMAS PHARMACEUTICALS, INC. | ||
| By: | /s/ Jack A. Khattar | |
| Name: | Jack A. Khattar | |
| Title: | President, Treasurer and Secretary | |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.