SEC Form S-8 POS filed by Applied Genetic Technologies Corporation
As filed with the Securities and Exchange Commission on December 1, 2022
Registration Nos. 333-267635
333-259746
333-248900
333-233955
333-198979
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-267635
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-259746
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-248900
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-233955
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-198979
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Applied Genetic Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 59-3553710 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
14193 NW 119th Terrace, Suite 10
Alachua, Florida 32615
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (386) 462-2204
Applied Genetic Technologies Corporation 2001 Stock Option Plan
Applied Genetic Technologies Corporation 2011 Stock Incentive Plan
Applied Genetic Technologies Corporation 2013 Equity and Incentive Plan
Applied Genetic Technologies Corporation 2013 Employee Stock Purchase Plan
(Full titles of plans)
Susan B. Washer
President and Chief Executive Officer
Applied Genetic Technologies Corporation
14193 NW 119th Terrace, Suite 10
Alachua, Florida 32615
(386) 462-2204
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Stacie S. Aarestad, Esq. Hemmie Chang, Esq. Foley Hoag LLP Seaport West 155 Seaport Boulevard Boston, Massachusetts 02210 Telephone: (617) 832-1000 Telecopy: (617) 832-7000 |
Susan B. Washer President and Chief Executive Officer Applied Genetic Technologies Corporation 14193 NW 119th Terrace, Suite 10 Alachua, Florida 32615 |
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. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”) are being filed by Applied Genetic Technologies Corporation, a Delaware corporation (the “Registrant”), to withdraw and remove from registration all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”), remaining unissued and unsold under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”):
| • | Registration Statement No. 333-267635, filed with the SEC on September 27, 2022, registering 2,038,281 Shares issuable pursuant to the 2013 Equity and Incentive Plan; |
| • | Registration Statement No. 333-259746, filed with the SEC on September 23, 2021, registering 1,711,766 Shares issuable pursuant to the 2013 Equity and Incentive Plan; |
| • | Registration Statement No. 333-248900, filed with the SEC on September 18, 2020, registering 1,031,743 Shares issuable pursuant to the 2013 Equity and Incentive Plan; |
| • | Registration Statement No. 333-233955, filed with the SEC on September 26, 2019, registering 3,146,140 Shares issuable pursuant to the 2013 Equity and Incentive Plan; |
| • | Registration Statement No. 333-198979, filed with the SEC on September 26, 2014, registering 2,929,547 Shares, consisting of: (i) 57,825 Shares issuable upon exercise of then-outstanding stock options pursuant to the 2001 Stock Option Plan, (ii) 653,960 Shares issuable upon exercise of then-outstanding stock options pursuant to the 2011 Stock Incentive Plan, (iii) 489,364 Shares issuable upon exercise of then-outstanding stock options pursuant to the 2013 Equity and Incentive Plan, (iv) 1,599,827 Shares issuable pursuant to the 2013 Equity and Incentive Plan, and (v) 128,571 Shares issuable pursuant to the 2013 Employee Stock Purchase Plan. |
On November 30, 2022, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 23, 2022, by and among the Registrant, Alliance Holdco Limited, a private limited company organized under the laws of England and Wales (“Parent”), and Alliance Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but unsold under the Registration Statements as of the date hereof, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining Shares registered by the Registrant pursuant to 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alachua, State of Florida, on November 30, 2022.
| APPLIED GENETIC TECHNOLOGIES CORPORATION | ||
| By: | /s/ Susan B. Washer | |
| Name: Susan B. Washer | ||
| Title: Chief Executive Officer and President | ||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.