As
filed with the Securities and Exchange Commission on July 9, 2020
Registration
No. 333-206757
Registration
No. 333-201932
Registration
No. 333-199201
Registration
No. 333-197467
Registration
No. 333-196984
Registration
No. 333-195667
Registration
No. 333-191838
Registration
No. 333-189205
Registration
No. 333-181949
Registration
No. 333-155163
Registration
No. 333-124505
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-206757
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-201932
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-199201
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-197647
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-196984
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-195667
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-191838
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-189205
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-181949
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-155163
Post-Effective
Amendment No. 1 to Form S-8 Registration No. 333-124505
TEARLAB
CORPORATION
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(Exact
name of Registrant as specified in its charter)
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Delaware
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59-343-4771
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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150
La Terraza Boulevard, Suite
#101
Escondido, CA 92025
(858)
455-6006
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
TearLab
Corporation Nonstatutory Stock Option Agreement
(Full
title of the Plan)
Michael
Marquez
Chief
Financial Officer
TearLab
Corporation
150
La Terraza Boulevard, Suite
#101
Escondido,
CA 92025
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Martin
J. Waters, Esq.
Wilson
Sonsini Goodrich & Rosati,
P.C.
12235
El Camino Real, Suite 200
San
Diego, California 92130-3002
(858)
350-2300
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.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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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.
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[ ]
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DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”),
filed with the Securities and Exchange Commission (the “SEC”) by TearLab Corporation (the “Registrant”):
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Registration
Statement No. 333-206757, filed with the SEC on September 3, 2015, pertaining to the registration of 1,000,000 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan.
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Registration
Statement No. 333-201932, filed with the SEC on February 6, 2015, pertaining to the registration of 1,000,000 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan.
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●
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Registration
Statement No. 333-199201, filed with the SEC on October 7, 2014, pertaining to the registration of 100,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s Nonstatutory Stock Option Agreement.
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Registration
Statement No. 333-197467, filed with the SEC on July 16, 2014, pertaining to the registration of 100,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s Nonstatutory Stock Option Agreement.
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Registration
Statement No. 333-196984, filed with the SEC on June 23, 2014, pertaining to the registration of 1,000,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan and 671,500 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s 2014 Employee Stock Purchase Plan.
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Registration
Statement No. 333-195667, filed with the SEC on May 2, 2014, pertaining to the registration of 100,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s Nonstatutory Stock Option Agreement.
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Registration
Statement No. 333-191838, filed with the SEC on October 21, 2013, pertaining to the registration of 300,000 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s Nonstatutory Stock Option Agreement.
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Registration
Statement No. 333-189205, filed with the SEC on June 7, 2013, pertaining to the registration of 1,000,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan.
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Registration
Statement No. 333-181949, filed with the SEC on June 6, 2012, pertaining to the registration of 1,800,000 shares of the Registrant’s
common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan.
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Registration
Statement No. 333-155163, filed with the SEC on November 6, 2008, pertaining to the registration of 2,221,760 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s 2002 Stock Option Plan, 673,034 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s 2003 Stock Option/Stock Issuance Plan and 8,000
shares of the Registrant’s common stock issuable pursuant to a certain option agreement between the Registrant and Stephen
Parks.
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Registration
Statement No. 333-124505, filed with the SEC on April 29, 2005, pertaining to the registration of 2,856,684 shares of the
Registrant’s common stock issuable pursuant to the Registrant’s 2002 Stock Incentive Plan.
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The
Registrant is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the
unissued securities issuable by the Registrant pursuant to the above referenced Registration Statements.
On
July 9, 2020, pursuant to the Agreement and Plan of Merger, dated as of May 11, 2020, by and among the Registrant, Accelmed Partners
II L.P., a Cayman Islands exempted limited partnership (“Buyer”), and Accelmed Merger Sub, Inc., a Delaware corporation
(“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant surviving the merger as a wholly
owned subsidiary of Buyer (the “Merger”).
As
a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements.
In accordance with an undertaking made by Registrant in the Registration Statements to remove from registration, by means of a
post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering,
the Registrant hereby removes and withdraws from registration any and all securities of Registrant registered pursuant to the
Registration Statements that remain unsold as of the date hereof.
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 registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Escondido, State of California, on July 9, 2020.
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TEARLAB
CORPORATION
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By:
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/s/
Michael Marquez
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Michael
Marquez
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Chief
Financial Officer
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