-----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, RMErLMTMpANmx73UBTi5xnPl/KSwsyLwmEykWWHn2bJ3VHAqBHHKLjRZ9cBkYwrA vdWnS4Y+gbzeynmwUFeL0w== 0001104659-09-059667.txt : 20091021 0001104659-09-059667.hdr.sgml : 20091021 20091021085955 ACCESSION NUMBER: 0001104659-09-059667 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091021 DATE AS OF CHANGE: 20091021 EFFECTIVENESS DATE: 20091021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEPRACOR INC /DE/ CENTRAL INDEX KEY: 0000877357 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222536587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-159240 FILM NUMBER: 091129213 BUSINESS ADDRESS: STREET 1: 84 WATERFORD DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01757 BUSINESS PHONE: 5084816700 MAIL ADDRESS: STREET 1: 84 WATERFORD DRIVE CITY: MARLBOROUGH STATE: MA ZIP: 01752 S-8 POS 1 a09-31888_15s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on October 21, 2009

Registration No. 333-159240

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

SEPRACOR INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

22-2536587

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

84 Waterford Drive

Marlborough, Massachusetts 01752

(508) 481-6700

 (Address, including zip code, and telephone number,

including area code, of Registrants’ principal executive offices)

 

 

2009 Stock Incentive Plan

(Full title of the plan)

 

 

Andrew I. Koven, Esq.

Executive Vice President, General Counsel and Corporate Secretary

Sepracor Inc.

84 Waterford Drive

Marlborough, Massachusetts 01752

(508) 481-6700

 (Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

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 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 o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

 

 


 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to the Form S-8 Registration Statement, Registration No. 333-159240, filed on May 14, 2009 (the “Prior Registration Statement”), which registered an aggregate amount of 15,680,755 shares of common stock of Sepracor Inc. (the “Company”), par value $0.10 per share (including the associated preferred stock purchase rights), relating to the Company’s 2009 Stock Incentive Plan.

 

On September 3, 2009, the Company, Dainippon Sumitomo Pharma Co., Ltd. (“DSP”), a joint stock corporation organized under the laws of Japan, and Aptiom, Inc., a Delaware Corporation and an indirect wholly-owned subsidiary of DSP (“Aptiom”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).  Pursuant to the Merger Agreement, Aptiom merged with and into the Company, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of DSP (the “Merger”).  The Certificate of Ownership and Merger was filed with the Secretary of State of the State of Delaware on October 20, 2009 and the Merger became effective at 4.01 p.m., New York City time, on such date.

 

As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Prior Registration Statement.  Accordingly, the Company hereby removes from registration the securities of the Company previously registered but not sold or otherwise issued as of the filing of this Post-Effective Amendment under the Company’s 2009 Stock Incentive Plan.

 

2


 

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 to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Marlborough, Massachusetts, on October 21, 2009.

 

 

 

SEPRACOR INC.

 

 

 

 

 

By:

/s/ Adrian Adams

 

 

Name: Adrian Adams

 

 

Title: President and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Prior Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

 

Dated: October 21, 2009

By:

/s/ Adrian Adams

 

 

Name:

Adrian Adams

 

 

Title:

President and Chief Executive Officer

 

 

 

(Principal Executive Officer)

 

 

 

 

Dated: October 21, 2009

By:

/s/ Robert F. Scumaci

 

 

Name:

Robert F. Scumaci

 

 

Title:

Executive Vice President and Chief

 

 

 

Financial Officer (Principal Financial and Accounting Officer)

 

 

 

 

Dated: October 21, 2009

By:

/s/ Nobuhiko Tamura

 

 

Name:

Nobuhiko Tamura

 

 

Title:

Director

 

3

 -----END PRIVACY-ENHANCED MESSAGE-----