As filed with the Securities and Exchange Commission on January 15, 2020
Registration No. 333-212598
Registration No. 333-221557
Registration No. 333-228208
Registration No. 333-231400
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212598
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-221557
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228208
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231400
AUDENTES THERAPEUTICS, INC.
(Exact name of issuer as specified in its charter)
Delaware | 46-1606174 | |
(State of incorporation) | (I.R.S. Employer Identification No.) | |
600 California Street, 17th Floor San Francisco, California (415) 818-1001 |
94108 | |
(Address of Principal Executive Offices) | (Zip Code) |
2012 EQUITY INCENTIVE PLAN
2016 EQUITY INCENTIVE PLAN
2016 EMPLOYEE STOCK PURCHASE PLAN
2018 EQUITY INDUCEMENT PLAN
(Full title of plan)
NATALIE HOLLES
Chief Executive Officer
Audentes Therapeutics, Inc.
600 California Street, 17th Street
San Francisco, California 94108
(415) 818-1001
(Name, address and telephone number of agent for service)
Copy to:
Catherine J. Dargan, Esq.
Denny Kwon, Esq.
Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
+1 (202) 662 6000
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. ☐
DEREGISTRATION OF COMMON STOCK
This Post-Effective Amendment (the Post-Effective Amendment) relates to the following Registration Statements on Form S-8 (collectively, the Registration Statements) filed by Audentes Therapeutics, Inc., a Delaware corporation (the Audentes), with the Securities and Exchange Commission (the SEC):
| Registration Statement No. 333-212598, filed on July 20, 2016, relating to the 2016 Equity Incentive Plan, 2016 Employee Stock Purchase Plan and 2012 Equity Incentive Plan; |
| Registration Statement No. 333-221557, filed on November 14, 2017, relating to the 2016 Equity Incentive Plan; |
| Registration Statement No. 333-228208, filed on November 6, 2018, relating to the 2016 Equity Incentive Plan and 2018 Equity Inducement Plan; and |
| Registration Statement No. 333-231400, filed on May 13, 2019, relating to the 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan. |
On December 2, 2019, Audentes entered into an agreement and plan of merger (as amended, supplemented or otherwise modified from time to time, the Merger Agreement) with Asilomar Acquisition Corp., a Delaware corporation (Purchaser) and indirect, wholly-owned subsidiary of Astellas Pharma Inc., a company organized under the laws of Japan (Parent). Pursuant to the Merger Agreement, on January 15, 2020, Purchaser merged with and into Audentes with Audentes surviving the merger as an indirect, wholly-owned subsidiary of Parent.
As a result of the consummation of the transactions contemplated by the Merger Agreement, Audentes has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by Audentes in the Registration Statements to remove from registration, by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offerings, Audentes hereby removes from registration any and all securities registered pursuant to the Registration Statements that remain unsold 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 of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on the 15th day of January, 2020.
AUDENTES THERAPEUTICS, INC. | ||
By: | /s/ Tom Soloway | |
Name: | Tom Soloway | |
Title: | Chief Financial Officer |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.