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    SEC Form S-8 POS filed by Adamas Pharmaceuticals, Inc.

    11/24/21 11:49:58 AM ET
    $ADMS
    Major Pharmaceuticals
    Health Care
    Get the next $ADMS alert in real time by email
    S-8 POS 1 tm2133712d6_s8pos.htm S-8 POS

     

    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”):

     

      • Registration Statement on Form S-8 (File No. 333-195384), originally filed with the SEC on April 18, 2014, pertaining to the registration of 1,969,643 shares of Adamas’ common stock, $0.001 par value (the “Shares”), under Adamas’ 2014 Equity Incentive Plan, 262,762 Shares under Adamas’ 2014 Employee Stock Purchase Plan, 4,601,756 Shares under Adamas’ 2007 Stock Plan, as amended, and 591,404 Shares under Adamas’ 2002 Employee, Director and Consultant Stock Plan, as amended.

      • Registration Statement on Form S-8 (File No. 333-202467), originally filed with the SEC on March 3,2015, pertaining to the registration of 701,763 Shares under Adamas’ 2014 Equity Incentive Plan and 175,440 Shares under Adamas’ 2014 Employee Stock Purchase Plan.

      • Registration Statement on Form S-8 (File No. 333-210255), originally filed with the SEC on March 17, 2016, pertaining to the registration of 739,708 Shares under Adamas’ 2014 Equity Incentive Plan, 184,927 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

      • Registration Statement on Form S-8 (File No. 333-216313), originally filed with the SEC on February 28, 2017, pertaining to the registration of 830,362 Shares under Adamas’ 2014 Equity Incentive Plan, 220,090 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

      • Registration Statement on Form S-8 (File No. 333-223147), originally filed with the SEC on February 22, 2018, pertaining to the registration of 932,822 Shares under Adamas’ 2014 Equity Incentive Plan, 233,206 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

      • Registration Statement on Form S-8 (File No. 333-230058), originally filed with the SEC on March 4, 2019, pertaining to the registration of 1,097,374 Shares under Adamas’ 2014 Equity Incentive Plan, 274,344 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

      • Registration Statement on Form S-8 (File No. 333-236619), originally filed with the SEC on February 25, 2020, pertaining to the registration of 1,118,591 Shares under Adamas’ 2014 Equity Incentive Plan, 279,648 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

    • Registration Statement on Form S-8 (File No. 333-249872), originally filed with the SEC on November 5, 2020, pertaining to the registration of 600,000 Shares under Adamas’ 2016 Inducement Plan.
      • Registration Statement on Form S-8 (File No. 333-253396), originally filed with the SEC on February 23, 2021, pertaining to the registration of 1,154,678 Shares under Adamas’ 2014 Equity Incentive Plan, 288,670 Shares under Adamas’ 2014 Employee Stock Purchase Plan, and 450,000 Shares under Adamas’ 2016 Inducement Plan.

     

    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.

     

     

     

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