Post-effective Amendment to an S-8 Filing (s-8 Pos)
10 Diciembre 2015 - 4:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 10, 2015
Registration No. 333-182917
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
WuXi PharmaTech (Cayman) Inc.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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Not Applicable |
(state or other jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
288 Fute Zhong Road
Waigaoqiao Free Trade Zone
Shanghai 200131
Peoples Republic of China
(Address of principal executive office)
WuXi
PharmaTech (Cayman) Inc.
2007 Employee Share Incentive Plan
(Full Title of the Plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
(212) 894-8940
(Name,
address and telephone number of agent for service)
Copies to:
Kurt J. Berney, Esq.
OMelveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, CA 94111-3823
+1 (415) 984-8989
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):
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Large accelerated filer |
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x |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the registration statement on Form S-8 (File
No. 333-182917) (the Registration Statement), which was filed with the Securities and Exchange Commission by WuXi PharmaTech (Cayman) Inc., a company established under the laws of the Cayman Islands (the Registrant), and
became effective on July 30, 2012. Under the Registration Statement, a total of 36,000,000 ordinary shares of the Registrant, par value $0.02 per share (the Ordinary Shares) were registered for issuance upon exercise of options and
other rights granted or to be granted pursuant to the Registrants 2007 Employee Share Incentive Plan (the Plan). This Post-Effective Amendment is being filed for the sole purpose of deregistering any unissued securities previously
registered under the Registration Statement and issuable under the Plan.
On August 24, 2015, the Registrant entered into an Agreement and Plan of
Merger with New WuXi Life Science Limited (Parent) and WuXi Merger Limited (Merger Sub), a wholly-owned subsidiary of Parent, which was amended by Amendment to the Agreement and Plan of Merger, dated as of October 20,
2015, and Second Amendment to the Agreement and Plan of Merger, dated as of November 20, 2015 (as amended, the Merger Agreement). On November 25, 2015, at an extraordinary general meeting, the shareholders of the Registrant
voted to adopt the Merger Agreement and the transactions as contemplated thereby.
On December 10, 2015 (the Effective Time), pursuant to
the Merger Agreement, Merger Sub was merged with and into the Registrant (the Merger), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Parent. Upon the completion of the Merger, all
outstanding Ordinary Shares and American Depositary Shares of the Registrant and all outstanding and unexercised options to purchase Ordinary Shares and all outstanding restricted stock units representing Ordinary Shares under the Plan were
cancelled.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement. The
Registrant hereby removes from registration, by means of this Post-Effective Amendment, any and all of the securities registered under the Registration Statement which remain unsold as of the Effective Time.
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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Peoples Republic
of China on December 10, 2015.
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WuXi PharmaTech (Cayman) Inc. |
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By: |
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/s/ Edward Hu |
Name: |
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Edward Hu |
Title: |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to
the this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Ge Li |
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Chairman and Chief Executive Officer |
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December 10, 2015 |
Ge Li |
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(principal executive officer) |
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/s/ Edward Hu |
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Chief Financial Officer |
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December 10, 2015 |
Edward Hu |
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(principal financial and accounting officer) |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States of the Registrant, has signed this Post-Effective Amendment to the this Registration Statement in Newark, Delaware on December 10, 2015.
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Puglisi & Associates |
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By: |
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/s/ Donald J. Puglisi |
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Donald J. Puglisi |
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Managing Director |
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