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    SEC Form S-8 POS filed by Zealand Pharma A/S

    9/20/22 5:20:13 PM ET
    $ZEAL
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ZEAL alert in real time by email
    S-8 POS 1 tm2226305d2_s8pos.htm S-8 POS

    As filed with the Securities and Exchange Commission on September 20, 2022

    Registration No. 333-259997

    Registration No. 333-265218

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-259997

    POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265218

     

    UNDER

    THE SECURITIES ACT OF 1933

     

     

     

    Zealand Pharma A/S

    (Exact Name of Registrant as Specified in its Charter)

     

     

     

    Not Applicable

    (Translation of Registrant’s Name into English)

     

    The Kingdom of Denmark   2834   Not Applicable

    (State or other Jurisdiction of

    Incorporation or Organization) 

     

    (Primary Standard Industrial

    Classification Code Number) 

     

    (I.R.S. Employer

    Identification Number) 

     

    Sydmarken 11
    2860 Søborg
    (Copenhagen)
    Denmark

    Tel: +45 88 77 36 00

    (Address and telephone number of Registrant’s principal executive offices)

     

    Zealand Pharma A/S – 2018 Agreements on Warrants for Management
    Zealand Pharma A/S – 2019 Agreements on Warrants for Management
    Zealand Pharma A/S – 2019 Long Term Incentive Plan (Performance Share Units)
    Zealand Pharma A/S – 2020 Agreements on Warrants for Employees
    Zealand Pharma A/S – 2020 Agreements on Warrants for Management
    Zealand Pharma A/S – 2020 Restricted Share Unit Program
    Zealand Pharma A/S – 2021 Agreements on Restricted Share Units for Directors
    Zealand Pharma A/S – 2021 Restricted Stock Unit Plan for Employees
    Zealand Pharma A/S – 2021 Restricted Stock Unit Plan for Corporate Management
    Zealand Pharma A/S – 2021 Performance Stock Unit Plan for Corporate Management (Market-Based PSUs)
    Zealand Pharma A/S – 2021 Performance Stock Unit Plan for Corporate Management (Operational-Based PSUs)

    Zealand Pharma A/S – 2022 Restricted Stock Unit Plan for Employees in the United States

    Zealand Pharma A/S – 2022 Restricted Stock Unit Plan for Board of Directors

    (Full title of the plans)

    Zealand Pharma U.S., Inc.
    44 Farnsworth Street
    Boston MA 02210

     

    Tel: +45 88 77 36 00

    (Name, address, and telephone number of agent for service)

     

     

     

    Copies to:

    Joshua A. Kaufman

    Mark A. Recht

    David Boles

    Cooley LLP

    55 Hudson Yards

    New York, New York 10001

    +1 212 479-6000

     

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large, accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer x Accelerated filer ¨
    Non-accelerated filer ¨ Smaller reporting company ¨
        Emerging growth company ¨

    If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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

     

    These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed by Zealand Pharma A/S (the “Registrant”) with the Securities and Exchange Commission (the “SEC”):

     

    ·Registration Statement on Form S-8 (File No. 333-259997), filed with the SEC on October 4, 2021, registering 1,543,977 of the Registrant’s ordinary shares, including: (1) 40,000 ordinary shares issuable upon exercise of outstanding warrants issued pursuant to the Zealand Pharma A/S – 2018 Agreements on Warrants for Management; (2) (i) 54,594 ordinary shares issuable upon exercise of outstanding warrants to subscribe for ordinary shares of the Registrant and (ii) 8,659 outstanding ordinary shares issued upon exercise of warrants to subscribe for ordinary shares of the Registrant pursuant to the Zealand Pharma A/S – 2019 Agreements on Warrants for Management; (3) 3,062 ordinary shares issuable upon vesting of outstanding restricted stock units pursuant to the Zealand Pharma A/S – 2019 Long Term Incentive Plan (Performance Share Units); (4) 139,120 ordinary shares issuable upon exercise of outstanding warrants issued pursuant to the Zealand Pharma A/S – 2020 Agreements on Warrants for Employees; (5) 90,609 ordinary shares issuable upon exercise of outstanding warrants issued pursuant to the Zealand Pharma A/S – 2020 Agreements on Warrants for Management; (5) 13,801 ordinary shares issuable upon vesting of outstanding restricted share units pursuant to the Zealand Pharma A/S – 2020 Restricted Share Unit Program; (6) 8,000 ordinary shares issuable upon vesting of outstanding restricted share units pursuant to the Zealand Pharma A/S – 2021 Agreements on Restricted Share Units for Directors; (7) (i) 165,112 ordinary shares issuable upon vesting of outstanding restricted stock units and (ii) 891,567 ordinary shares reserved for issuance upon vesting of restricted stock units issuable pursuant to the Zealand Pharma A/S – 2021 Restricted Stock Unit Plan for Employees; (8) 32,363 ordinary shares issuable upon vesting of outstanding restricted stock units pursuant to the Zealand Pharma A/S – 2021 Restricted Stock Unit Plan for Corporate Management; (9) 48,545 ordinary shares issuable upon vesting of outstanding restricted stock units pursuant to the Zealand Pharma A/S – 2021 Performance Stock Unit Plan for Corporate Management (Market-Based PSUs); and (10) 48,545 ordinary shares issuable upon vesting of outstanding restricted stock units pursuant to the Zealand Pharma A/S – 2021 Performance Stock Unit Plan for Corporate Management (Operational-Based PSUs); and

     

    ·Registration Statement on Form S-8 (File No. 333- 265218), filed with the SEC on May 26, 2022, registering 99,420 ordinary shares, issuable upon vesting of outstanding restricted stock units pursuant to the Registrant’s Zealand Pharma A/S – 2022 Restricted Stock Unit Plan for Employees in the United States and 8,000 ordinary shares issuable upon vesting of outstanding restricted stock units pursuant to the Zealand Pharma A/S – 2022 Restricted Stock Unit Plan for Board of Directors.

     

    In accordance with undertakings made by the Registrant in each the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under each of the Registration Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements.

     

    1

     

     

    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 of these amendments to Form S-8 and has duly caused these Registration Statement amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Copenhagen, Denmark, on September 20, 2022.

     

      ZEALAND PHARMA A/S
       
      By: /s/ Adam Steensberg
        Adam Steensberg
        Chief Executive Officer

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

     

    Signature    Title    Date 
             
    /s/ Adam Steensberg   Chief Executive Officer (Principal Executive   September 20, 2022
    Adam Steensberg   Officer)    
             
    /s/ Lykke Rømer   Interim Chief Financial Officer (Principal   September 20, 2022
    Lykke Rømer   Financial and Accounting Officer)    
             
    *   Chairman of the Board of Directors   September 20, 2022
    Martin Nicklasson        
             
    *   Vice Chairman of the Board of Directors   September 20, 2022
    Kirsten A. Drejer        
             
    *   Director   September 20, 2022
    Jeffrey Berkowitz        
             
    *   Director   September 20, 2022
    Bernadette Connaughton        
             
    *   Director   September 20, 2022
    Leonard Kruimer        
             
    *   Director   September 20, 2022
    Alain Munoz        
             
    *   Director   September 20, 2022
    Michael J. Owen        
             
    *   Director   September 20, 2022
    Jens Peter Stenvang        

     

    2

     

     

    Signature    Title    Date 
             
    *   Director   September 20, 2022
    Frederik Barfoed Beck        
             
    *   Director   September 20, 2022
    Louise Gjelstrup        
             
    *   Director   September 20, 2022
    Anneline Nansen        

     

    * By: /s/ Ravinder Singh Chahil  
      Ravinder Singh Chahil  
      Attorney-in-Fact  

     

    3

     

     

    SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     

    Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the registrant, has signed this registration statement or amendment thereto on September 20, 2022.

     

      Zealand Pharma U.S., Inc.
       
      By: /s/ Adam Steensberg
      Name: Adam Steensberg
      Title: Chief Executive Officer

     

    4

     

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