Post-effective Amendment to an S-8 Filing (s-8 Pos)
30 January 2017 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333-206484
UNDER
THE
SECURITIES ACT OF 1933
BIOTIE THERAPIES OYJ
(Exact name of registrant as specified in its charter)
|
|
|
Republic of Finland
|
|
Not Applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification Number)
|
Joukahaisenkatu 6, FI-20520
Turku, Finland
(Address
including zip code of principal executive offices)
(+358) 2 274-8900
(Registrants telephone number, including area code)
Biotie Therapies Corp. Stock Option Plan 2014
Biotie Therapies Corp. Equity Incentive Plan 2014
Biotie Therapies Corp. Stock Option Plan 2011
Biotie Therapies AG 2008 Stock Option Incentive Plan
(Full title of the plans)
Biotie Therapies, Inc.
701 Gateway Boulevard Suite 350
South San Francisco, CA 94080
(650) 244-4850
(Name,
address and telephone number, including area code, of agent for service)
With a Copy to:
Daniel Wolf, P.C.
Kirkland & Ellis LLP
601 Lexington Ave
New
York, NY 10022
(212) 446-4884
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.
|
|
|
|
|
|
|
Large accelerated Filer
|
|
Yes ☐ No ☐
|
|
Accelerated Filer
|
|
Yes ☐ No ☐
|
|
|
|
|
Non-accelerated Filer
|
|
Yes ☒ No ☐
|
|
Smaller Reporting Company
|
|
Yes ☐ No ☐
|
EXPLANATORY NOTE
Deregistration of Unsold Securities
Biotie Therapies Oyj (the Company or the Registrant) is filing this Post-Effective Amendment to the Registration
Statement No. 333-206484 on Form S-8 (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) on August 20, 2015, registering shares, no nominal value, of the Company issuable
pursuant to the plans set forth below:
|
|
|
|
|
Plan
|
|
Number of Shares
|
|
Shares, no nominal value, reserved for issuance pursuant to the:
|
|
|
|
|
- Biotie Therapies Corp. Stock Option Plan 2014
|
|
|
8,465,000
|
|
- Biotie Therapies Corp. Equity Incentive Plan 2014
|
|
|
14,002,500
|
|
Shares, no nominal value, reserved for issuance pursuant to the share option awards outstanding
under the:
|
|
|
|
|
- Biotie Therapies Corp. Stock Option Plan 2014
|
|
|
1,490,000
|
|
- Biotie Therapies Corp. Stock Option Plan 2011
|
|
|
1,957,500
|
|
- Biotie Therapies AG 2008 Stock Option Incentive Plan
|
|
|
2,053,134
|
|
Total
|
|
|
27,968,134
|
|
Pursuant to a Combination Agreement, dated as of January 19, 2016, between the Company and Acorda
Therapeutics, Inc. (the Offeror), on May 4, 2016, the Offeror completed its tender offer (the Tender Offer) for all of the issued and outstanding ordinary shares, no nominal value (the Shares), all of the
outstanding American Depositary Shares, each representing 80 Shares (the ADSs), all of the outstanding option rights granted under various option plans (the Option Rights), all of the outstanding share rights issued under the
various equity incentive plans (the Share Rights) and all of the outstanding warrants issued on May 28, 2015 (the Warrants) (the Shares, ADSs, Option Rights, Share Rights and Warrants, collectively, the Equity
Interests) in the Company, that are not held by the Company or its subsidiaries (the Tender Offer), by accepting for payment, and paying for, the Equity Interests validly tendered and not withdrawn prior to the expiration of the
tender offer, in accordance with the terms of the Tender Offer described in the Tender Offer Document, filed with the Commission on March 11, 2016.
The Tender Offer expired on April 28, 2016 at 4:00 p.m. (Finnish time) / 9:00 a.m. (New York time). 694,818,447 Shares, 3,178,662
American Depositary Shares, 435,000 2011 Option Rights, 5,120,125 2014 Option Rights, 12,401,120 2016 Option Rights, 1,949,116 Swiss Option Rights, 25,000 2011 Share Rights, 3,132,188 2014 Share Rights and 220,400,001 Warrants were tendered pursuant
to the Tender Offer, representing approximately 97.42%, of the Companys Equity Interests. The Offeror has initiated subsequent compulsory redemption proceedings to redeem the remaining outstanding Shares (including Shares represented by ADSs)
in accordance with the Finnish Companies Act in order to acquire 100% of the Equity Interests of the Company (the Redemption).
In connection with the completion of the Tender Offer and anticipated completion of the Redemption, the Company has terminated all offerings
of its securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statement to deregister all Equity Interests to the extent registered under the Registration Statement that remain unsold
as of the date hereof.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ardsley, State of New York, on January 30,
2017.
|
|
|
BIOTIE THERAPIES OYJ
|
|
|
By:
|
|
/s/ Jane Wasman
|
Name: Jane Wasman
|
Title: Director
|