EURX Eurand N.V. (MM)

As filed with the Securities and Exchange Commission on August 6, 2010.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________

 

Eurand N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands (State or Other Jurisdiction of Incorporation or Organization)

98-0455653 (I.R.S. Employer Identification No.)

________________

Olympic Plaza

Fred. Roeskestraat 123

1076 EE Amsterdam, The Netherlands

(Address, including zip code, of Principal Executive Offices)

________________

Eurand N.V. Equity Compensation Plan

(Full Title of the Plan)

________________

Eurand Pharmaceuticals, Inc.

790 Township Line Road, Suite 250

Yardley, Pennsylvania 19067

(267) 759-9400

Manya S. Deehr

(Name, Address 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 o		Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be  Registered		Amount to be Registered (1)				Proposed Maximum Offering Price Per Share (2)				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Ordinary Shares (euro) 0.01 par value per share			2,500,000			$	8.22			$	20,550,000			$	1,465.22

(1)

This Registration Statement covers an indeterminable number of additional Ordinary Shares as may hereafter be offered or issued pursuant to the Plan, to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without receipt of consideration and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the " Securities Act ").

(2)

Estimated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the reported high and low sales prices per share of the common stock of Eurand N.V. on August 2, 2010, as reported by the NASDAQ Global Market.  Pursuant to Rule 457(h)(2) of the Securities Act of 1933, as amended, no separate registration fee is required with respect to the plan interests.

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Eurand N.V. for the purpose of registering an additional 2,500,000 ordinary shares, €0.01 par value per share, of Eurand N.V. that may be offered and sold to participants pursuant to the Eurand N.V. Equity Compensation Plan (the “ Plan ”). These additional shares increase the aggregate number of ordinary shares that may be subject to awards under the Plan from 9,735,224 to 12,235,224 shares.  The increase of an additional 2,500,000 ordinary shares available for issuance or transfer under the Plan was approved by the Company’s shareholders at its Annual Meeting of Shareholders held on June 9, 2010.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in this Part I will be sent or given to participants in the Plan covered by this Registration Statement as specified by Rule 428(b)(1) promulgated under the Securities Act.  Such documents need not be filed with the Securities and Exchange Commission (the “ Commission ”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act.  These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.                        Incorporation of Documents by Reference.

 

The following documents, filed with the Commission by the Company, are incorporated by reference into this Registration Statement:

 

(1)   the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the Commission on March 17, 2010; and

 

(2)   the Company’s Report on Form 6-K for the quarter ended June 30, 2010, filed with the Commission on August 6, 2010; and

 

(3)   the description of the Company’s Ordinary Shares contained in the Company’s Registration Statement on Form 8-A registering the Company’s Ordinary Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, filed with the Commission on May 11, 2007, and any amendment or report filed with the Commission for purposes of updating such description, which description is incorporated by reference from the Company Prospectus.

 

In addition, all documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all the securities offered hereby have been sold or which deregisters all securities then remaining unsold, including any Form 6-K which the Company files with the Commission wherein such Form 6-K is expressly incorporated by reference into this prospectus, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents with the Commission.

 

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

 

Item 4.                      Description of Securities.

 

Not Applicable.

 

Item 5.                      Interests of Named Experts and Counsel.

 

Not Applicable.

 

Item 6.                      Indemnification of Directors and Officers.

 

Under Dutch law, indemnification provisions may be included in the articles of association and, accordingly, the Company’s articles of association, as amended on June 5, 2009, provide that the Company shall indemnify any of its directors against all adverse financial effects incurred by such person in connection with any action, suit or proceeding if such person acted in good faith and in a manner he or she reasonably could believe to be in or not opposed to its best interests. In addition the Company has entered into indemnification agreements with its directors and officers.

 

The Company also maintains directors and officers’ liability insurance to provide directors and officers with insurance coverage for losses arising from claims for wrongful acts, where “wrongful act” means actual or alleged breach of duty or trust, negligence, error, misstatement, misleading statement, omission, breach of warranty of authority, employment practices violation or other act.

 

Item 7.                      Exemption from Registration Claimed.

 

Not Applicable.

 

Item 8.                      Exhibits.

 

The following is a list of Exhibits filed as part of this Registration Statement on Form S-8.

 

Exhibit Number		Description
4.1		Articles of Association of Eurand N.V.*
4.2		Form of Amended Articles of Association of Eurand N.V.*
4.3		Form of Amended Articles of Association of Eurand N.V. * †
4.4		Amended Articles of Association of Eurand N.V. (incorporated by reference to Exhibit 1.4 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2009)†
4.5		Form of Investor Rights Agreement (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2009)*
5		Opinion of NautaDutilh N.V. with respect to the legality of the securities to be issued pursuant to the Plan
23.1		Consent of Ernst & Young Accountants
23.2		Consent of NautaDutilh N.V. (included in Exhibit 5)
24		Power of Attorney (included as part of the Company’s signature page)
99.1		The Eurand N.V. Equity Compensation Plan, as amended and restated

 

†      Translated into English as required by Rule 306 of Regulation S-T.  In this translation, an attempt has been made to be as literal as possible, without jeopardizing the overall continuity.  Inevitably, differences may occur in translation, and if so, the Dutch text will govern.

*      Previously filed as an exhibit to the Company's Registration Statement on Form F-1 (File No. 333-142481) filed with the SEC and hereby incorporated by reference to such Registration Statement.