Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on February 28, 2018

Registration No. 333-220622

Registration No. 333-220621

Registration No. 333-201761

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT (REG. NO. 333-220622)

FORM S-8 REGISTRATION STATEMENT (REG. NO. 333-220621)

FORM S-8 REGISTRATION STATEMENT (REG. NO. 333-201761)

UNDER

THE SECURITIES ACT OF 1933

 

 

ENTELLUS MEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		20-4627978
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3600 Holly Lane North, Suite 40

Plymouth, Minnesota 55447

(Address of principal executive offices) (Zip code)

Entellus Medical, Inc. 2015 Incentive Award Plan

Entellus Medical, Inc. 2015 Employee Stock Purchase Plan

Entellus Medical, Inc. 2017 Employment Inducement Incentive Award Plan

Entellus Medical, Inc. 2006 Stock Incentive Plan, as Amended and Restated November 12, 2009

(Full titles of the plans)

Spencer Stiles

President

Entellus Medical, Inc.

2825 Airview Boulevard

Kalamazoo, Michigan 49002

[phone]

(Name and address, including zip code, 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, 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		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.  ☐

 

 

 

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DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Entellus Medical, Inc., a Delaware corporation (the “Registrant”):

 

•

Registration Statement on Form S-8 (No. 333-220622), filed with the SEC on September 25, 2017, pertaining to the registration of 1,541,065 shares of the Registrant’s common stock issuable pursuant to the Entellus Medical, Inc. 2015 Incentive Award Plan and Entellus Medical, Inc. 2015 Employee Stock Purchase Plan.

 

•

Registration Statement on Form S-8 (No. 333-220621), filed with the SEC on September 25, 2017, pertaining to the registration of 450,000 shares of the Registrant’s common stock issuable pursuant to the Entellus Medical, Inc. 2017 Employment Inducement Incentive Award Plan.

 

•

Registration Statement on Form S-8 (No. 333-201761), filed with the SEC on January 30, 2015, pertaining to the registration of 3,547,967 shares of the Registrant’s common stock issuable pursuant to the Entellus Medical, Inc. 2006 Stock Incentive Plan, as Amended and Restated November 12, 2009, Entellus Medical, Inc. 2015 Incentive Award Plan and Entellus Medical, Inc. 2015 Employee Stock Purchase Plan.

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 February 28, 2018, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) dated December 7, 2017 by and among Stryker Corporation, a Michigan corporation (“Stryker”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the “Merger”).

As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by the 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 from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the effective time of the Merger.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kalamazoo in the State of Michigan on the 28 ^th of February, 2018.

 

ENTELLUS MEDICAL, INC.
By:		/s/ Spencer Stiles
		Spencer Stiles
		President

Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements, in reliance upon Rule 478 under the Securities Act of 1933, as amended.