AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 2023
Registration No. 333-252457
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-252457
UNDER
THE SECURITIES ACT OF 1933
Ozon Holdings PLC
(Exact Name of Registrant as Specified in Its Charter)
| Cyprus | 001-39713 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Arch. Makariou III, 2-4
Capital Center, 9th floor
1065, Nicosia
Cyprus
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +357 22 360 000
N/A
(Former name or former address, if changed since last report.)
EQUITY INCENTIVE PLAN 2020
AMENDED AND RESTATED STOCK OPTION AGREEMENT BY AND BETWEEN
MR. BERNARD LUKEY AND OZON HOLDINGS PLC
EQUITY INCENTIVE PLAN 2018
(Full title of the plan)
Copy to:
Timothy J. Corbett
Morgan, Lewis & Bockius UK LLP
Condor House, 5-10 St.Paul’s Churchyard
London EC4M 8AL United Kingdom
Tel: +44.20.3201.5690
Fax: +44.20.3201.5001
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. (Check one):
| 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. ☐
EXPLANATORY NOTE
Ozon Holdings PLC (the “Company”) files this Post-Effective Amendment No. 1 to the registration statement on Form S-8 listed below (the “Registration Statement”), which was previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any remaining unsold ordinary shares of the Company, nominal value of $0.001 per share (the “Securities”) that were registered under the Registration Statement.
| • |
The offerings of the Securities pursuant to the Registration Statement have been terminated, and the Company hereby removes from registration all of the unsold Securities registered under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Ozon Holdings PLC 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 this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Moscow, Russia on October 30, 2023.
| Ozon Holdings PLC |
| /s/ Igor Gerasimov |
| Name: Igor Gerasimov |
| Title: Chief Financial Officer, Executive Member of the Board of Directors |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance on Rule 478 under the Securities Act.