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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Intermolecular Inc | NASDAQ:IMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.195 | 1.19 | 1.20 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on September 23, 2019
Registration No. 333-230160
333-223416
333-216435
333-210427
333-202369
333-194464
333-187017
333-180169
333-178154
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230160
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223416
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-216435
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210427
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-202369
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-194464
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-187017
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-180169
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-178154
UNDER
THE SECURITIES ACT OF 1933
INTERMOLECULAR, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-1616267 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3011 N. First Street, San Jose, CA | 95134 | |
(Address of registrants principal executive offices) | (Zip Code) |
Intermolecular, Inc. 2011 Incentive Award Plan
Intermolecular, Inc. 2004 Equity Incentive Plan, as amended
(Full title of the Plan)
Luiz Vieira
President
Intermolecular, Inc.
3011 N. First Street
San Jose, CA 95134
(Name and address of agent for service)
(408) 582-5700
(Telephone number, including area code, of agent for service)
Copy to:
David A.
Martland, Esq.
Nixon Peabody LLP
53 State Street
Boston, MA 02109-2835
(617) 345-1000
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 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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (Post-Effective Amendments), filed by Intermolecular, Inc. (the Registrant), deregister all shares of the Registrants common shares, par value $0.001 (Shares), remaining unissued and other obligations and interests registered under the following Registration Statements on Form S-8 (each, a Registration Statement, and collectively, the Registration Statements) filed by the Registrant with the U.S. Securities and Exchange Commission (the Commission):
|
Registration Statement on Form S-8 (No. 333-178154), pertaining to the registration of 4,472,236 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan and 8,105,592 Shares issuable under the Intermolecular, Inc. 2004 Equity Incentive Plan, as amended, which was filed with the Commission on November 23, 2011. |
|
Registration Statement on Form S-8 (No. 333-180169), pertaining to the registration of an additional 1,899,862 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 16, 2012. |
|
Registration Statement on Form S-8 (No. 333-187017), pertaining to the registration of an additional 1,982,113 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 4, 2013. |
|
Registration Statement on Form S-8 (No. 333-194464), pertaining to the registration of an additional 2,091,886 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 10, 2014. |
|
Registration Statement on Form S-8 (No. 333-202369), pertaining to the registration of an additional 2,142,636 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on February 27, 2015. |
|
Registration Statement on Form S-8 (No. 333-210427), pertaining to the registration of an additional 2,209,152 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 28, 2016. |
|
Registration Statement on Form S-8 (No. 333-216435), pertaining to the registration of an additional 2,228,109 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 3, 2017. |
|
Registration Statement on Form S-8 (No. 333-223416), pertaining to the registration of an additional 2,230,637 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 2, 2018. |
|
Registration Statement on Form S-8 (No. 333-230160), pertaining to the registration of an additional 2,238,863 Shares issuable under the Intermolecular, Inc. 2011 Incentive Award Plan, which was filed with the Commission on March 8, 2019. |
On September 20, 2019, EMD Group Holding II, Inc., an indirect wholly owned subsidiary of Merck KGaA, Darmstadt, Germany, and its wholly owned subsidiary EMD Performance Materials Semiconductor Services Corp., completed its acquisition of the Registrant pursuant to the Agreement and Plan of Merger, dated as of May 6, 2019 (the Merger Agreement). Under the Merger Agreement and in accordance with the Delaware General Corporation Law each outstanding share of the Registrants Shares were cancelled and converted into the right to receive $1.20 in cash, without interest, subject to applicable withholding taxes. The aggregate consideration was approximately $62 million including the value of the Registrant equity awards paid out pursuant to the Merger Agreement.
In connection with the consummation of the merger as contemplated under the Merger Agreement, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of the Post-Effective Amendments, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 23rd day of September, 2019.
INTERMOLECULAR, INC. | ||
By: |
/s/ Bill Roeschlein |
|
Bill Roeschlein | ||
Chief Financial Officer |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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