Registration No. 333-170875
Registration No. 333-181543
Registration No. 333-197998
Registration No. 333-224797
Registration No. 333-233062
Registration No. 333-238804
Registration No. 333-258532
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration No. 333-170875
Form S-8 Registration No. 333-181543
Form S-8 Registration No. 333-197998
Form S-8 Registration No. 333-224797
Form S-8 Registration No. 333-233062
Form S-8 Registration No. 333-238804
Form S-8 Registration No. 333-258532
UNDER
THE SECURITIES ACT OF 1933
ZOGENIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 20-5300780 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
5959 Horton Street, Suite 500 Emeryville, California |
94608 | |
(Address of Principal Executive Offices) | (Zip Code) |
Zogenix, Inc. 2006 Equity Incentive Plan
Zogenix, Inc. 2010 Equity Incentive Award Plan
Zogenix, Inc. Employee Stock Purchase Plan
Zogenix, Inc. Employment Inducement Equity Incentive Award Plan
Zogenix, Inc. 2021 Employment Inducement Equity Incentive Award Plan
(Full title of the plans)
Stephen J. Farr, Ph.D.
President and Chief Executive Officer
Zogenix, Inc.
5959 Horton Street, Suite 500
Emeryville, California
(Name and address of agent for service)
(617) 401-4060
(Telephone number, including area code, of agent for service)
Copies to:
J. D. Weinberg | Stephen J. Farr, Ph.D. | |
Covington & Burling LLP | President, | |
The New York Times Building | Chief Executive Officer | |
620 Eighth Avenue | Zogenix, Inc. | |
New York, New York 10018 | 5959 Horton Street, Suite 500 | |
(212) 841-1037 | Emeryville, California | |
(510) 550-8300 |
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
This Post-Effective Amendment No. 1 relates 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 Zogenix, Inc., a Delaware corporation (the “Registrant”):
* | Represents the number of shares registered prior to giving effect to the 8:1 reverse stock split effected on July 1, 2015. |
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statements to deregister all securities that remain unsold under the above-referenced Registration Statements.
On March 7, 2022, pursuant to the terms of an Agreement and Plan of Merger, dated as of January 18, 2022 (the “Merger Agreement”), among UCB S.A., a société anonyme formed under the Laws of Belgium (“Parent”), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the “Merger Sub”) and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as an indirect wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, 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, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statements, if any, as of the date hereof.
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 the Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California on March 7, 2022.
ZOGENIX, INC. | ||
By: | /s/ Stephen J. Farr | |
Stephen J. Farr | ||
President and Chief Executive Officer |
Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements, in reliance upon Rule 478 under the Securities Act of 1933, as amended.