SEC Form S-8 POS filed by Berkeley Lights Inc.
As filed with the Securities and Exchange Commission on October 2, 2023
Registration No. 333-239987
Registration No. 333-254399
Registration No. 333-263243
Registration No. 333-270041
Registration No. 333-270728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239987
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-254399
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263243
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270041
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270728
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRUKER CELLULAR ANALYSIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 35-2415390 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS employer identification number) |
5858 Horton Street, Suite 320
Emeryville, California 94608
(Address of principal executive offices)
2011 Equity Incentive Plan
2020 Incentive Award Plan
2020 Employee Stock Purchase Plan
IsoPlexis Corporation 2014 Stock Plan
(Full title of the Plans)
J. Brent Alldredge
Secretary
Bruker Cellular Analysis, Inc.
40 Manning Road
Billerica, MA 01821
(Name and address of Agent for Service)
(978) 663-3660 (Telephone number, including area code, of agent for service)
Copies to:
Laurie A. Cerveny
Robert W. Dickey
Bryan S. Keighery
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, Massachusetts 02110
Telephone: (617) 341-7700
Fax: (617) 341-7701
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 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 (these “Post-Effective Amendments”) filed by Bruker Cellular Analysis, Inc., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, par value $0.00005 per share (the “Shares”), that remain unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on Form S-8 (No. 333-239987) pertaining to the registration of an aggregate of 17,225,483 Shares, issuable under the Registrant’s 2011 Equity Incentive Plan, as amended, the 2020 Incentive Award Plan, and the 2020 Employee Stock Purchase Plan, which was filed with the SEC on July 22, 2020. |
| • | Registration Statement on Form S-8 (No. 333-254399) pertaining to the registration of an aggregate of 3,224,311 Shares, issuable under the Registrant’s 2020 Incentive Award Plan and the 2020 Employee Stock Purchase Plan, which was filed with the SEC on March 17, 2021. |
| • | Registration Statement on Form S-8 (No. 333-263243) pertaining to the registration of an aggregate of 3,379,776 Shares, issuable under the Registrant’s 2020 Incentive Award Plan and 2020 Employee Stock Purchase Plan, which was filed with the SEC on March 3, 2022. |
| • | Registration Statement on Form S-8 (No. 333-270041) pertaining to the registration of an aggregate of 3,608,452 Shares, issuable under the Registrant’s 2020 Incentive Award Plan and 2020 Employee Stock Purchase Plan, which was filed with the SEC on February 27, 2023. |
| • | Registration Statement on Form S-8 (No. 333-270728) pertaining to the registration of an aggregate of 378,037 Shares, issuable under the Registrant’s IsoPlexis Corporation 2014 Stock Plan, which was filed with the SEC on March 21, 2023. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 17, 2023, among the Registrant, Bruker Corporation, a Delaware corporation (“Parent”), and Bird Mergersub Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Purchaser was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger became effective on October 2, 2023.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 17, 2023.
SIGNATURE
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, City of Billerica, Commonwealth of Massachusetts, on October 2, 2023.
| Bruker Cellular Analysis, Inc. | ||
| By: | /s/ J. Brent Alldredge | |
| Name: J. Brent Alldredge | ||
| Title: 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.