-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EeFNt3lPY9SMj0KTqFT1FIaallNI4szhP1nQmytHtpcKGU1JM5cMrdfFVg/3yH92 8CZobB/TuGNWZe3G7oWLGA== 0001341004-10-001792.txt : 20101029 0001341004-10-001792.hdr.sgml : 20101029 20101029171202 ACCESSION NUMBER: 0001341004-10-001792 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101029 DATE AS OF CHANGE: 20101029 EFFECTIVENESS DATE: 20101029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENWEST PHARMACEUTICALS CO CENTRAL INDEX KEY: 0001047188 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911513032 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-66739 FILM NUMBER: 101152692 BUSINESS ADDRESS: STREET 1: 2981 ROUTE 22 STREET 2: SUITE 2 CITY: PATTERSON STATE: NY ZIP: 12563-2335 BUSINESS PHONE: 877-736-9378 MAIL ADDRESS: STREET 1: 2981 ROUTE 22 STREET 2: SUITE 2 CITY: PATTERSON STATE: NY ZIP: 12563-2335 S-8 POS 1 penwest_s-8.htm S-8 POS penwest_s-8.htm
 
As filed with the Securities and Exchange Commission on October 29, 2010
 
 
REGISTRATION NO. 333-152086
 
REGISTRATION NO. 333-126897
 
REGISTRATION NO. 333-98801
 
REGISTRATION NO. 333-66747
 
REGISTRATION NO. 333-66741
 
REGISTRATION NO. 333-66739
 
REGISTRATION NO. 333-66733
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
 
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-152086
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-126897
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-98801
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66747
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66741
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66739
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION NO. 333-66733

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

Penwest Pharmaceuticals Co.
(Exact Name of Registrant as Specified in Charter)

Washington
91-1513032
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)

2981 Route 22, Suite 2
Patterson, New York 12563
(Address of Principal Executive Offices)
 
 
PENWEST PHARMACEUTICALS CO. 2005 STOCK INCENTIVE PLAN
NONSTATUTORY STOCK OPTION AGREEMENT BETWEEN PENWEST PHARMACEUTICALS CO. AND
       DR. ALAN JOSLYN, EFFECTIVE JUNE 21, 2004
PENWEST PHARMACEUTICALS CO. 1997 EQUITY INCENTIVE PLAN
PENWEST PHARMACEUTICALS CO. 1997 EMPLOYEE STOCK PURCHASE PLAN
PENWEST PHARMACEUTICALS CO. SAVINGS PLAN
PENWEST PHARMACEUTICALS CO. 1998 SPINOFF OPTION PLAN

(Full Titles of the Plans)
___________________________________________

Jennifer L. Good
President and Chief Executive Officer
Penwest Pharmaceuticals Co.
2981 Route 22, Suite 2
Patterson, New York 12563
(877) 736-9378
(Name and Address of Agent for Service)
____________________

WITH A COPY TO:
Eileen T. Nugent, Esq.
Ann Beth Stebbins, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, NY 10036
(212) 735-3000
 
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. (check one):
 
 
Large accelerated filer  ¨
Accelerated Filer  x
 
Non-accelerated filer    ¨
Smaller reporting company  ¨

             (Do not check if a smaller reporting company)
 
 
 
 
 
EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment relates to the following Registration Statements of Penwest Pharmaceuticals Co. (the "Company") on Form S-8 (collectively, the "Registration Statements"):
 
 
·  
Registration Statement No. 333-152086, registering 2,500,000 shares of the Company common stock, par value $0.001 per share (the "Company Common Stock"), issuable under the Penwest Pharmaceuticals Co. 2005 Stock Incentive Plan, including preferred stock purchase rights attached thereto;
 
 
·  
Registration Statement No. 333-126897, registering 1,650,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 2005 Stock Incentive Plan and 100,000 shares of Company Common Stock issuable under the Nonstatutory Stock Option Agreement between Penwest Pharmaceuticals Co. and Dr. Alan Joslyn effective June 21, 2004;
 
 
·  
Registration Statement No. 333-98801, registering 750,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Equity Incentive Plan, including preferred stock option purchase rights attached thereto;
 
 
·  
Registration Statement No. 333-66747, registering 228,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Employee Stock Purchase Plan;
 
 
·  
Registration Statement No. 333-66741, registering 2,660,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1997 Equity Incentive Plan;
 
 
·  
Registration Statement No. 333-66739, registering 750,000 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. Savings Plan and an indeterminate amount of interests to be offered and sold pursuant to the Penwest Pharmaceuticals Co. Savings Plan; and
 
 
·  
Registration Statement No. 333-66733, registering 988,134 shares of Company Common Stock issuable under the Penwest Pharmaceuticals Co. 1998 Spinoff Option Plan.
 
 
 
 
 
On November 4, 2010, the Company and West Acquisition Corp. ("Merger Sub"), a Delaware corporation and an indirect wholly owned subsidiary of Endo Pharmaceuticals Holdings Inc., a Delaware corporation ("Endo"), pursuant to an Agreement and Plan of Merger, dated as of August 9, 2010 (the "Merger Agreement"), intend to effect a merger whereby Merger Sub will merge with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Endo (the "Merger") and each share of Company Common Stock, issued and outstanding immediately prior to the effective time of the Merger, other than shares of Company Common Stock held by any Company shareholders who properly exercise appraisal rights with respect thereto in accordance with Chapter 23B.13 of the Washington Business Corporation Act and other than treasury shares and shares held by Endo or any direct or indirect wholly owned subsidiary of Endo or the Company (all of which will be cancelled), will be converted into the right to receive $5.00 in cash.
 
 
In connection with the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements.  Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements.
 
 
 
 
 
Item 16.  Exhibits.
 
Exhibit No.
  
Description
     
24.1
  
Powers of Attorney (filed herewith)
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 its Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Patterson, State of New York, on October 29, 2010.
 
 
Penwest Pharmaceuticals Co.
     
 
By:
/s/ Jennifer L. Good
 
Name:
Jennifer L. Good
 
Title:
President and Chief Executive Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated and on October 29, 2010.

Signature
  
Title
     
/s/ Jennifer L. Good
  
President and Chief Executive Officer
Jennifer L. Good
  
(Principal Executive Officer and Principal Financial Officer)
     
/s/ Frank P. Muscolo
  
Controller and Chief Accounting Officer
Frank P. Muscolo
  
(Principal Accounting Officer)
     
*
  
Director
Ivan P. Gergel, M.D.
    
     
*
  
Director
David P. Holveck
    
     
*
  
Director
Alan Levin
    
     
/s/ Caroline B. Manogue
  
Director
Caroline B. Manogue
    
     
*
  
Director
Julie McHugh
    
     
*
  
Director
Anne M. VanLent
    
     

*  By:
/s/ Caroline B. Manogue
  
 
Caroline B. Manogue
  
 
Attorney-in-fact
  


EX-24.1 2 ex24-1.htm EXHIBIT 24.1 - POWER OF ATTORNEY ex24-1.htm

Exhibit 24.1

POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned directors of Penwest Pharmaceuticals Co., hereby severally constitute and appoint Caroline B. Manogue our true and lawful attorney-in-fact and agent, with full power of substitution, for each of us and in each of our names, places and steads, in any and all capacities, in connection with (i) the Registration Statement on Form S-3 (registration no. 333-153697); (ii) the Registration Statement on Form S-3 (registration no. 333-150180); (iii) the Registration Statement on Form S-8 (registration no. 333-152086); (iv) the Registration Statement on Form S-8 (registration no. 333-126897); (v) the Registration Statement on Form S-8 (registration no. 333-98801); (vi) the Registration Statemen t on Form S-8 (registration no. 333-66747); (vii) the Registration Statement on Form S-8 (registration no. 333-66741); (viii) the Registration Statement on Form S-8 (registration no. 333-66739); and (ix) the Registration Statement on Form S-8 (registration no. 333-66733) (collectively, the "Registration Statements") of Penwest Pharmaceuticals Co. (the "Company"), under the Securities Act of 1933, as amended (the "Securities Act"), including, without limiting the generality of the foregoing, to sign each of the Registration Statements in the name and on behalf of the Company or on behalf of the undersigned as a director of the Company, to sign any amendments and supplements relating thereto (including post-effective amendments) under the Securities Act and to sign any instrument, contract, document or other writing of or in connection with the Registration Statements and any amendments and supplements thereto (including post-effective amendments) and to file the same, with all ex hibits thereto, and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorney-in-fact and agent the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as we might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 29th day of October, 2010.

 
/s/ Ivan P. Gergel, M.D.
 
Ivan P. Gergel, M.D.
   
 
/s/ David P. Holveck
 
David P. Holveck
   
 
/s/ Alan Levin
 
Alan Levin
   
 
/s/ Julie McHugh
 
Julie McHugh
   
 
/s/ Anne M. VanLent
 
Anne M. VanLent


[Power of Attorney]
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