Registration No. 033-29992
Registration No. 033-15640
Registration No. 033-45785
Registration No. 002-99035
Registration No. 033-51914
Registration No. 033-79954
Registration No. 033-79956
Registration No. 333-02885
Registration No. 333-67949
Registration No. 333-67953
Registration No. 333-68456
Registration No. 333-100031
Registration No. 333-106685
Registration No. 333-130140
Registration No. 333-150072
As filed with the Securities and Exchange Commission on October 9, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 033-29992
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-15640
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-45785
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 002-99035
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-51914
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-79954
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 033-79956
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 333-02885
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-67949
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-67953
POST-EFFECTIVE AMENDMENT NO. 4 TO FORM S-8 REGISTRATION STATEMENT NO. 333-68456
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8 REGISTRATION STATEMENT NO. 333-100031
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-106685
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-130140
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-150072
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
PAR PHARMACEUTICAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
22-3122182
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
300 Tice Boulevard
Woodcliff Lake, New Jersey
07677
(Address of principal executive offices)
(Zip Code)
1989 Employee Stock Purchase Program
1983 Stock Option Plan
1986 Stock Option Plan
1989 Directors’ Stock Option Plan
1990 Stock Incentive Plan
Amended and Restated 1997 Directors’ Stock Option Plan
Amended and Restated 1997 Directors’ Stock and Deferred Fee Plan
2000 Performance Plan
2001 Performance Equity Plan, As Amended
2004 Performance Equity Plan
(Full title of the plan)
Paul V. Campanelli, Chief Executive Officer
Par Pharmaceutical Companies, Inc.
300 Tice Boulevard
Woodcliff Lake, New Jersey 07677
(Name and address of agent for service)
(201) 802-4000
(Telephone number, including area code, of agent for service)
with copies to:
Barry J. Gilman, Esq.
Par Pharmaceutical Companies, Inc.
300 Tice Boulevard
Woodcliff Lake, New Jersey 07677
(201) 802-4000
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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act: (Check one):
Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Par Pharmaceutical Companies, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
·
Registration Statement No. 33-29992, registering shares of Company common stock, $.001 par value, of the Company (“Common Stock”) issuable pursuant to the Company’s 1989 Employee Stock Purchase Program, filed with the Securities and Exchange Commission (“SEC”) on July 14, 1989, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 16, 1994.
·
Registration Statement No. 33-15640, registering shares of Company Common Stock issuable pursuant to the Company’s 1986 Stock Option Plan, filed with the SEC on July 7, 1987.
·
Registration Statement No. 33-45785, registering shares of Company Common Stock issuable pursuant to the Company’s 1989 Directors’ Stock Option Plan, filed with the SEC on February 14, 1992.
·
Registration Statement No. 2-99035, registering Company Common Stock issuable pursuant to the 1983 Stock Option Plan, filed with the SEC on July 17, 1985, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 29, 1996.
·
Registration Statement No. 33-51914, registering Company Common Stock issuable pursuant to the 1990 Stock Incentive Plan, filed with the SEC on September 11, 1992, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 29, 1996 and Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003.
·
Registration Statement No. 33-79954, registering Company Common Stock issuable pursuant to the 1990 Stock Incentive Plan, filed with the SEC on June 9, 1994, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 29, 1996 and Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003.
·
Registration Statement No. 33-79956, registering Company Common Stock issuable pursuant to the 1983 Stock Option Plan, filed with the SEC on June 9, 1994, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 29, 1996 and Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003.
·
Registration Statement No. 333-02885, registering Company Common Stock issuable pursuant to the 1990 Stock Incentive Plan, filed with the SEC on April 26, 1996, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on April 29, 1996, Post-Effective Amendment No. 2 filed with the SEC on September 24, 2002, and Post-Effective Amendment No. 3 filed with the SEC on June 30, 2003.
·
Registration Statement No. 333-67949, registering Company Common Stock issuable pursuant to the 1997 Directors Stock Option Plan, which was filed with the SEC on November 25, 1998, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on June 30, 2003.
·
Registration Statement No. 333-67953, registering Company Common Stock issuable pursuant to the 1990 Stock Incentive Plan, which was filed with the SEC on November 25, 1998, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on September 24, 2002 and Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003.
·
Registration Statement No. 333-68456, registering Company Common Stock issuable pursuant to the 2000 Performance Equity Plan and the 2001 Performance Equity Plan, which was filed with the SEC on August 27, 2001, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on September 24, 2002, Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003 and Post-Effective Amendment No. 1 (sic) filed with the SEC on December 5, 2005.
·
Registration Statement No. 333-100031, registering Company Common Stock issuable pursuant to the 2001 Performance Equity Plan, which was filed with the SEC on September 24, 2002, which was previously amended by Post-Effective Amendment No. 1 filed with the SEC on September 24, 2002 and Post-Effective Amendment No. 2 filed with the SEC on June 30, 2003.
·
Registration Statement No. 333-106685, registering Company Common Stock issuable pursuant to the Amended and Restated 1997 Directors’ Stock Option Plan, which was filed with the SEC on July 1, 2003.
·
Registration Statement No. 333-130140, registering Company Common Stock issuable pursuant to the 2004 Performance Equity Plan, filed with the SEC on December 5, 2005.
·
Registration Statement No. 333-150072, registering Company Common Stock issuable pursuant to the Amended and Restated 1997 Directors’ Stock Option Plan, which was filed with the SEC on April 3, 2008.
On July 14, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Sky Growth Holdings Corporation, a Delaware corporation (“Parent”) and Sky Growth Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On September 28, 2012, 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 Parent. At the effective time of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than treasury shares or other shares owned by the Company, shares owned by Merger Sub or any direct or indirect subsidiary of the Company or Merger Sub and shares owned by stockholders who have exercised, perfected and not withdrawn a demand for, or lost the right to, appraisal rights under the Delaware General Corporation Law) was converted into the right to receive $50.00 in cash, without interest thereon and less any applicable withholding taxes.
In connection with the Merger, the offerings of securities pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities registered pursuant to the Registration Statements that remain unsold at the termination of the offerings, the Company hereby removes from registration all Common Stock registered under the Registration Statements but not sold under the Registration Statements as of the filing date of these post-effective amendments.
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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 these post-effective amendments to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woodcliff Lake, State of New Jersey, on this 9th
day of October, 2012.
PAR PHARMACEUTICAL COMPANIES, INC.
By:
/s/ Paul V. Campanelli
Paul V. Campanelli
Chief Executive Officer
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