As filed with the Securities and Exchange Commission on December 13, 2019
Registration No. 333-233529
Registration No. 333-212887
Registration No. 333- 196964
Registration No. 333- 190650
Registration No. 333- 172776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-233529
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-212887
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-196964
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-190650
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-172776
Fibrocell Science, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
87-0458888
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
405 Eagleview Boulevard
Exton, Pennsylvania
|
|
19341
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Fibrocell Science, Inc. 2019 Equity Incentive Plan
Fibrocell Science, Inc. 2009 Equity Incentive Plan (as amended)
(Full title of the plan)
John M. Maslowski
President and Chief Executive Officer
405 Eagleview Boulevard
Exton, Pennsylvania 19341
(Name and address of agent for service)
(484) 713-6000
(Telephone number, including area code, of agent for service)
with a copy to:
Steven J. Abrams, Esq.
Hogan Lovells US LLP
1735 Market Street, 23rd Floor
Philadelphia, PA 19103
(267) 675-4600
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 the 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
|
o
|
Accelerated filer
|
|
o
|
|
|
|
|
|
|
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
|
x
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
o
|
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. o
EXPLANATORY STATEMENT — DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements of Fibrocell Science, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
· Registration Statement No. 333-233529, registering 1,201,827 shares of common stock, par value $0.001 per share (“Common Stock”), of the Company under the Fibrocell Science, Inc. 2019 Equity Incentive Plan.
· Registration Statement No. 333-212887, registering 2,000,000 shares of Common Stock of the Company under the Fibrocell Science, Inc. 2009 Equity Incentive Plan (as amended).
· Registration Statement No. 333-196964, registering 3,000,000 shares of Common Stock of the Company under the Fibrocell Science, Inc. 2009 Equity Incentive Plan (as amended).
· Registration Statement No. 333-190650, registering 2,000,000 shares of Common Stock of the Company under the Fibrocell Science, Inc. 2009 Equity Incentive Plan (as amended).
· Registration Statement No. 333-172776, registering 15,000,000 shares of Common Stock of the Company under the Fibrocell Science, Inc. 2009 Equity Incentive Plan (as amended).
On December 13, 2019 (the “Effective Time”), the Company completed the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 12, 2019, among the Company, Castle Creek Pharmaceutical Holdings, Inc. (“Castle Creek”) and Castle Creek Merger Corp., a wholly owned subsidiary of Castle Creek (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Castle Creek. Upon consummation of the Merger, at the Effective Time, each share of Common Stock of the Company issued and outstanding immediately prior to the Effective Time (other than shares held directly by Castle Creek or Merger Sub and shares owned by Company stockholders who have exercised their appraisal rights under Delaware law) was automatically converted into the right to receive $3.00 in cash, without interest.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the date hereof.
2