0001144204-16-123756.txt : 20160913 0001144204-16-123756.hdr.sgml : 20160913 20160913171320 ACCESSION NUMBER: 0001144204-16-123756 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160913 DATE AS OF CHANGE: 20160913 EFFECTIVENESS DATE: 20160913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Transition Therapeutics Inc. CENTRAL INDEX KEY: 0001399250 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-157279 FILM NUMBER: 161883446 BUSINESS ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 BUSINESS PHONE: 416-260-7770 MAIL ADDRESS: STREET 1: 101 COLLEGE STREET STREET 2: SUITE 220 CITY: TORONTO STATE: A6 ZIP: M5G 1L7 S-8 POS 1 v448767_s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on September 13, 2016

 

Registration No. 333- 157279

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-157279

UNDER THE SECURITIES ACT OF 1933

 

 

 

TRANSITION THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

Ontario, Canada   None
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)
     

101 College Street, Suite 220

Toronto, Ontario, Canada

   M5G 1L7
(Address of Principal Executive Offices)   (Zip Code)
 
 
 
  
The Amended and Restated Stock Option Plan of Transition Therapeutics Inc.
  (Full title of the plans)  
 
 
  

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, NY 10011

(212) 894-8940

 
 
  
(Name, address and telephone number, including area code, of agent for service)
 
 
  
     
 

with copies to:

Robert L. Grossman, Esq.

Joshua M. Samek, Esq.

Greenberg Traurig, P.A.

333 Southeast 2nd Avenue

Suite 4400

Miami, Florida 33131

(305) 579-0500

  
       

 

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   þ
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)   Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment (this “Amendment”) relates to the Registration Statement on Form S-8, Registration Statement No. 333-157279, of Transition Therapeutics Inc., an Ontario corporation (the “Registrant”), filed with the Securities and Exchange Commission on February 12, 2009, registering the offering and sale of common shares, no par value, of the Registrant under the Registrant’s Amended and Restated Stock Option Plan (the “Registration Statement”).

 

On August 31, 2016, pursuant to the Arrangement Agreement, dated as of June 29, 2016, by and among OPKO Health, Inc., a Delaware corporation (“Parent”), OPKO Global Holdings, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Parent (“Sub”), and the Registrant, Sub acquired all of the equity interests of the Registrant, with the Registrant becoming a wholly-owned subsidiary of Parent (the “Arrangement”).

 

As a result of the Arrangement, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. Accordingly, the Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date of this Amendment.

 

 

 

 

 

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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Toronto, Province of Ontario, Canada, on September 13, 2016.

 

  Transition Therapeutics Inc.
   
  By: /s/ Nicole Rusaw
    Name: Nicole Rusaw
    Title: Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on September 13, 2016.

 

Name   Title(s)
     
/s/ Dr. Tony Cruz   Director & Chief Executive Officer
Dr. Tony Cruz    (Principal Executive Officer)
     
/s/ Nicole Rusaw   Chief Financial Officer
Nicole Rusaw   (Principal Financial Officer and Principal Accounting Officer)
     
/s/ Steven Rubin   Director
Steven Rubin    
     
/s/ Adam Logal   Director
Adam Logal