As filed with the Securities and Exchange Commission on December 2, 2020
Registration No. 333-232351
Registration No. 333-160583
Registration No. 333-146535
Registration No. 333-36485
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-232351
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160583
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-146535
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-36485
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Delaware | 11-3054851 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
2 Righter Parkway, Suite 200, Wilmington, Delaware | 19803 | |
(Address of Principal Executive Offices) | (Zip Code) |
BIOSPECIFICS TECHNOLOGIES CORP. 2019 OMNIBUS INCENTIVE COMPENSATION PLAN
AMENDED AND RESTATED BIOSPECIFICS TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
BIOSPECIFICS TECHNOLOGIES CORP. 2001 STOCK OPTION PLAN
BIOSPECIFICS TECHNOLOGIES CORP. 1997 STOCK OPTION PLAN
(Full title of the plans)
Matthew J. Maletta
BioSpecifics Technologies Corp.
2 Righter Parkway, Suite 200
Wilmington, Delaware 19803
(302) 842-8450
(Name, address and telephone number, including area code, of agent for services)
Copies to:
Carl A. Valenstein
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 341-7700
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
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Post-Effective Amendment) to the following Registration Statements on Form S-8 (collectively, the Registration Statements) is being filed to withdraw and deregister all shares of common stock, par value $0.001 per share (the Common Stock), of BioSpecifics Technologies Corp. (the Company) that had been registered and remain unsold under the Registration Statements, together with any and all plan interests and other securities registered thereunder:
Registration Statement 333-232351 on Form S-8, originally filed by the Company with the Securities and Exchange Commission (the SEC) on June 26, 2019, registering 1,247,598 shares of Common Stock under the BioSpecifics Technologies Corp. 2019 Omnibus Incentive Compensation Plan.
Registration Statement 333-160583 on Form S-8, originally filed by the Company with the SEC on July 15, 2009, registering 300,000 shares of Common Stock under the Amended and Restated BioSpecifics Technologies Corp. 2001 Stock Option Plan.
Registration Statement 333-146535 on Form S-8, originally filed by the Company with the SEC on October 5, 2007, registering 1,750,000 shares of Common Stock under the BioSpecifics Technologies Corp. 2001 Stock Option Plan.
Registration Statement 333-36485 on Form S-8, originally filed by the Company with the SEC on September 26, 1997, registering 500,000 shares of Common Stock under the BioSpecifics Technologies Corp. 1997 Stock Option Plan.
On December 2, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 19, 2020 (the Merger Agreement), by and among the Company, Endo International plc, a public limited liability company incorporated in Ireland (Endo), and Beta Acquisition Corp., a Delaware corporation and wholly-owned indirect subsidiary of Endo (Merger Sub), Merger Sub merged with and into the Company (the Merger). The Company continued as the surviving corporation and a wholly-owned subsidiary of Endo.
As a result of the transactions contemplated by the Merger Agreement, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a Post-Effective Amendment, any and all securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all of such securities registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on December 2, 2020.
BIOSPECIFICS TECHNOLOGIES CORP. | ||
By: | /s/ Matthew J. Maletta | |
Name: | Matthew J. Maletta | |
Title: | Executive Vice President, Chief Legal Officer and Secretary |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.