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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nanosphere, Inc. | NASDAQ:NSPH | 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% | 1.69 | 1.69 | 1.70 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on June 30, 2016
Registration Nos. 333-148989, 333-163634, 333-179543, 333-207244
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-148989
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-163634
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-179543
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-207244
UNDER THE SECURITIES ACT OF 1933
NANOSPHERE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 36-4339870 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
4088 Commercial Avenue Northbrook, Illinois |
60062 | |
(Address of Principal Executive Offices) | (Zip Code) |
Nanosphere, Inc. 2000 Equity Incentive Plan
Nanosphere, Inc. 2007 Long Term Incentive Plan
Nanosphere, Inc. 2014 Long-Term Incentive Plan
(Full title of the plans)
Richard W. Rew, II
Vice President and Corporate Secretary
4088 Commercial Avenue
Northbrook, Illinois 60062
((Name and address of agent for service)
(847) 400-9000
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan M. Minnen, Esq.
M. Timothy Elder, Esq.
Smith, Gambrell & Russell LLP
1230 Peachtree Street NE, Suite 3100
Atlanta, Georgia 30309-3592
404-815-3500
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. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | x |
2
EXPLANATORY NOTE
Deregistration of Securities
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the Registration Statements) of Nanosphere, Inc. (the Company):
File No. 333-148989, pertaining to the registration of 773,591 shares of common stock, $0.01 par value per share, of the Company (Common Stock) issuable under the Nanosphere, Inc. 2000 Equity Incentive Plan, and 4,106,009 shares of Common Stock issuable under the Nanosphere, Inc. 2007 Long-Term Incentive Plan.
File No. 333-163634, pertaining to the registration of 889,147 shares of Common Stock issuable under the Nanosphere, Inc. 2007 Long-Term Incentive Plan.
File No. 333-179543, pertaining to the registration of 2,700,000 shares of Common Stock issuable under the Nanosphere, Inc. 2007 Long-Term Incentive Plan.
File No. 333-207244, pertaining to the registration of 1,250,000 shares of Common Stock issuable under the Nanosphere, Inc. 2014 Long-Term Incentive Plan.
On May 15, 2016, the Company, Luminex Corporation, a Delaware corporation (Luminex), and Commodore Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Luminex (Purchaser), entered into an Agreement and Plan of Merger (the Agreement). The Agreement contemplated that Purchaser would be merged with and into the Company (the Merger) and that the Company would survive the Merger as a wholly owned subsidiary of Luminex. The Merger became effective on June 30, 2016 (the Effective Date) as a result of filing a Certificate of Merger with the Secretary of State of the State of Delaware.
As of the Effective Date, each share of common stock of the Company issued and outstanding immediately prior to the Merger (other than each share owned by the Companys stockholders who are entitled to and who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law with respect to such share) was cancelled and converted into the right to receive $1.70 in cash, without interest thereon and less any required withholding taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration by means of a posteffective amendment any securities registered under the Registration Statements which remain unsold at the termination of the offering, the Company hereby removes from registration any securities registered under the Registration Statements which remained unsold as of the Effective Date.
3
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 the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on June 30, 2016.
NANOSPHERE INC. | ||
By: | /s/ Richard W. Rew, II | |
Name: | Richard W. Rew, II | |
Title: | Vice President and Corporate Secretary |
Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
4
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