As filed with the Securities and Exchange Commission on March 6, 2023
No. 333-195125
No. 333-202453
No. 333-209841
No. 333-216459
No. 333-223335
No. 333-229932
No. 333-236679
No. 333-253481
No. 333-263246
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-195125
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-202453
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-209841
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-216459
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-223335
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-229932
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-236679
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-253481
Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-263246
UNDER
THE SECURITIES ACT OF 1933
CONCERT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4839882 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
65 Hayden Avenue, Suite 3000N
Lexington, MA 02421
(781) 860-0045
(Address of registrant’s principal executive offices)
Amended and Restated 2006 Stock Option and Grant Plan
2014 Stock Incentive Plan
(Full titles of the plans)
Erik Zwicker
General Counsel
65 Hayden Avenue, Suite 3000N
Lexington, MA 02421
(781) 860-0045
(Name, address and telephone number of agent for service)
Copy To:
William H. Aaronson
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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.
| 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
This Post-Effective Amendment No. 1 relates to the following Registration Statements of Concert Pharmaceuticals, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
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On January 19, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sun Pharmaceutical Industries Ltd., an entity organized under the laws of India (“Sun Pharma”), and Foliage Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on March 6, 2023, Purchaser merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned indirect subsidiary of Sun Pharma.
In connection with the Merger, the offerings of securities pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statements which remain unsold at the termination of the offerings, the Company hereby terminates the effectiveness of each Registration Statement and removes from registration all Shares registered under the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment No. 1 to the Registration Statements, there will be no remaining securities registered by the Company pursuant to the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company 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 Statements on Form S-8 to be signed on its behalf by the undersigned, on March 6, 2023.
| Concert Pharmaceuticals, Inc. | ||
| By: | /s/ Erik Zwicker | |
| Name: | Erik Zwicker | |
| Title: | Secretary | |
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.