SEC Form S-8 POS filed by ChemoCentryx Inc.
As filed with the Securities and Exchange Commission on October 20, 2022
Registration No. 333-179507
Registration No. 333-258671
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-179507
Form S-8 Registration No. 333-258671
UNDER
THE SECURITIES ACT OF 1933
CHEMOCENTRYX, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 94-3254365 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
835 Industrial Road, Suite 600 San Carlos, California |
94070 | |
(Address of Principal Executive Offices) | (Zip Code) |
ChemoCentryx, Inc. 2012 Equity Incentive Award Plan
ChemoCentryx , Inc. Amended and Restated 2002 Equity Incentive Plan
ChemoCentryx, Inc. Amended and Restated 1997 Stock Option/Stock Issuance Plan
ChemoCentryx, Inc. 2012 Employee Stock Purchase Plan
(Full title of the plans)
Jonathan P. Graham, Esq.
Executive Vice President, General Counsel and Secretary
ChemoCentryx, Inc.
One Amgen Center Drive
Thousand Oaks, California 91320-1799
(Name and address of agent for service)
(805) 447-1000
(Telephone number, including area code, of agent for service)
Copies to:
Edward D. Herlihy, Esq.
Jacob A. Kling, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
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 Securities Exchange Act of 1934, as amended (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”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by ChemoCentryx, Inc., a Delaware corporation (the “Registrant”):
• | Registration Statement No. 333-179507, filed with the SEC on February 14, 2012, pertaining to the registration of 23,052,576 shares of the common stock of the Registrant, $0.001 par value per share (the “Common Stock”), reserved for issuance under the ChemoCentryx, Inc. 2012 Equity Incentive Award Plan (the “2012 Plan”), 3,795,541 shares of Common Stock reserved for issuance under the ChemoCentryx, Inc. Amended and Restated 2002 Equity Incentive Plan, 168,515 shares of Common Stock reserved for issuance under the ChemoCentryx, Inc. Amended and Restated 1997 Stock Option/Stock Issuance Plan and 3,300,000 shares of Common Stock reserved for issuance under the ChemoCentryx, Inc. Employee Stock Purchase Plan; and |
• | Registration Statement No. 333-258671, filed with the SEC on August 10, 2021, pertaining to the registration of 950,000 shares of Common Stock reserved for issuance under the 2012 Plan. |
On October 20, 2022, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 3, 2022, among Amgen Inc., a Delaware corporation (“Parent”), Carnation Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger and the other transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. 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 securities registered under the Registration Statements that remain unissued at the termination of the offerings, by filing these Post-Effective Amendments, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statements, if any, as of the date hereof, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 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, in the City of Thousand Oaks, State of California on October 20, 2022.
CHEMOCENTRYX, INC. | ||
By: | /s/ Jonathan P. Graham | |
Jonathan P. Graham | ||
Executive Vice President, General Counsel and Secretary |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.