As filed with the Securities and Exchange Commission on July 31, 2018
Registration
No. 333-214680
Registration
No. 333-199518
Registration
No. 333-171316
Registration
No. 333-156496
Registration
No. 333-131703
Registration
No. 333-112815
Registration
No. 333-102185
Registration
No. 333-84356
Registration
No. 333-65812
Registration
No. 333-85131
Registration
No. 333-07541
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-214680
REGISTRATION STATEMENT NO.
333-199518
REGISTRATION STATEMENT NO.
333-171316
REGISTRATION STATEMENT NO.
333-156496
REGISTRATION STATEMENT NO.
333-131703
REGISTRATION STATEMENT NO.
333-112815
REGISTRATION STATEMENT NO.
333-102185
REGISTRATION STATEMENT NO.
333-84356
REGISTRATION STATEMENT NO.
333-65812
REGISTRATION STATEMENT NO.
333-85131
REGISTRATION STATEMENT NO.
333-07541
UNDER
THE
SECURITIES ACT OF 1933
ABAXIS, INC.
(Exact
name of registrant as specified in its charter)
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California
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000-19720
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77-0213001
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Abaxis, Inc. 2014 Equity Incentive Plan, as amended
Abaxis, Inc. 2014 Equity Incentive Plan
Abaxis, Inc. 2005 Equity Incentive Plan
Abaxis, Inc. 1998 Stock Option Plan
Abaxis Tax Deferral Savings Plan
Abaxis, Inc. Outside Director Stock Option Plan
Abaxis, Inc. 1989 Stock Option Plan
(Full title of the plans)
3240 Whipple
Road
Union City, CA 94587
(510)
675-6500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Salvatore Gagliardi
Abaxis, Inc.
c/o Zoetis
Inc.
10 Sylvan Way
Parsippany, NJ 07054
(973)
822-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Andrew R. Brownstein
Igor Kirman
Wachtell,
Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212)
403-1000
Approximate
date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer or a smaller reporting company.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION OF SECURITIES
This post-effective amendment (the Post-Effective Amendment), filed by Abaxis, Inc., a California corporation (the
Company), relates to the following Registration Statements on Form
S-8
(collectively, the Registration Statements), filed with the U.S. Securities and Exchange Commission (the
SEC) by the Company:
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Registration Statement
No. 333-214680,
filed with the SEC on
November 17, 2016, pertaining to the registration of 900,000 shares of the Companys common stock, no par value (the Common Stock) issuable pursuant to the Abaxis, Inc. 2014 Equity Incentive Plan, as amended;
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Registration Statement
No. 333-199518,
filed with the SEC on
October 22, 2014, pertaining to the registration of 1,712,409 shares of Common Stock issuable pursuant to the Abaxis, Inc. 2014 Equity Incentive Plan;
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Registration Statement
No. 333-171316,
filed with the SEC on
December 21, 2010, pertaining to the registration of 500,000 shares of Common Stock issuable pursuant to the Abaxis, Inc. 2005 Equity Incentive Plan (the 2005 Plan);
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Registration Statement
No. 333-156496,
filed with the SEC on
December 30, 2008, pertaining to the registration of 500,000 shares of stock options and Common Stock issuable pursuant to the 2005 Plan;
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Registration Statement
No. 333-131703,
filed with the SEC on
February 9, 2006, pertaining to the registration of 4,886,000 shares of Common Stock issuable pursuant to the 2005 Plan;
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Registration Statement
No. 333-112815,
filed with the SEC on
February 13, 2004, pertaining to the registration of 500,000 shares of Common Stock issuable pursuant to the Abaxis, Inc. 1998 Stock Option Plan (the 1998 Plan);
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Registration Statement
No. 333-102185,
filed with the SEC on
December 24, 2002, pertaining to the registration of 500,000 shares of Common Stock issuable pursuant to the 1998 Plan;
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Registration Statement
No. 333-84356,
filed with the SEC on
March 15, 2002, pertaining to the registration of 100,000 shares of Common Stock issuable pursuant to the Abaxis Tax Deferral Savings Plan;
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Registration Statement
No. 333-65812,
filed with the SEC on
July 25, 2001, pertaining to the registration of 500,000 shares of Common Stock issuable pursuant to the 1998 Plan and 50,000 shares of Common Stock issuable pursuant to the Abaxis, Inc. Outside Director Stock Option Plan;
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Registration Statement
No. 333-85131,
filed with the SEC on
August 13, 1999, pertaining to the registration of 1,000,000 shares of Common Stock issuable pursuant to the 1998 Plan; and
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Registration Statement
No. 333-07541,
filed with the SEC on
July 3, 1996, pertaining to the registration of 486,000 shares of Common Stock issuable pursuant to the Abaxis, Inc. 1989 Stock Option Plan.
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On May 15, 2018, the Company entered into an Agreement and Plan of Merger with Zoetis Inc., a Delaware corporation (Zoetis),
and Zeus Merger Sub, Inc., a California corporation and indirect wholly owned subsidiary of Zoetis (Merger Sub), providing for, among other things, the merger of Merger Sub with and into the Company, with the Company continuing as the
surviving corporation and an indirect wholly owned subsidiary of Zoetis (the Merger). The Merger became effective on July 31, 2018.
In connection with the Merger, the Company is terminating all offerings of its securities pursuant to its existing registration statements
under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in each Registration Statement to remove from registration, by means of a post-effective amendment, any
securities which remain unsold at the termination of the offering, the Company hereby deregisters and removes from registration all securities reserved for issuance and registered under each Registration Statement that remain unsold as the effective
date of the Merger. The Registration Statements are each hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that all of the requirements for filing on Form
S-8
are met and it has duly caused this Post-Effective Amendment to the Registration Statements on Form
S-8
to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on July 31, 2018. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act
of 1933.
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ABAXIS, INC.
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By:
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/s/ Salvatore Gagliardi
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Salvatore Gagliardi
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Vice President
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Abaxis, Inc. (delisted) (NASDAQ:ABAX)
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Abaxis, Inc. (delisted) (NASDAQ:ABAX)
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