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

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

Registration No. 333-211801

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333- 211801

INNOCOLL HOLDINGS PUBLIC LIMITED COMPANY

( Exact Name of Registrant as Specified in its Charter )

Ireland		Not Applicable
(State of Incorporation)		(I.R.S. Employer Identification No.)

Innocoll Holdings plc

Unit 9, Block D

Monksland Business Park

Monksland, Athlone, Co. Roscommon

Ireland

(Address of Principal Executive Offices)

2016 Omnibus Incentive Compensation Plan

Amended and Restated 2015 Stock Option Plan

Certain Amended and Restated Option Agreements

(Full Title of the Plans)

Anthony P. Zook

3803 West Chester Pike

Suite 190

Newtown Square, PA 19073

(610) 405-2347

(Name, Address and Telephone Number of Agent for Service)

Copy to:

Michael J. Aiello, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

(212) 310-8000

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 COMMON STOCK

This Post-Effective Amendment (the “ Post-Effective Amendment ”) is being filed by Innocoll Holdings plc (the “ Company ”), to deregister any and all ordinary shares of the Company, $0.01 par value per share (the “ Ordinary Shares ”), remaining unissued under the Registration Statement on Form S-8 (File No. 333-211801) (the “ Registration Statement ”), filed by the Company with the U.S. Securities and Exchange Commission (the “ Commission ”) , pertaining to the registration of 4,372,795 Ordinary Shares.

On July 24, 2017, pursuant to the terms of the Transaction Agreement, dated as of April 4, 2017, by and among the Company, Gurnet Point L.P. (acting through its general partner Waypoint International GP LLC) (“ Gurnet Point ”) and Lough Ree Technologies Limited (“ Gurnet Bidco ”), Gurnet Bidco acquired all of the issued and outstanding share capital of the Company (the “ Acquisition ”) by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 (the “ Scheme ”).

As a result of the Acquisition, the Company became a wholly owned subsidiary of Gurnet Bidco, all offerings and sales pursuant to the Registration Statement have been terminated, and the Company hereby removes from registration the Ordinary Shares registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of [Newtown Square, State of Pennsylvania] on July [24], 2017.