Document

POS AM 1 a20210202s-8doc.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Document

As filed with the Securities and Exchange Commission on February 2, 2021

Registration No. 333-87957

Registration No. 333-68314

Registration No. 333-104170

Registration No. 333-125906

Registration No. 333-145262

Registration No. 333-220370

Registration No. 333-220435

Registration No. 333-225534

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-87957

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-68314

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-104170

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-125906

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-145262

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-220370

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-220435

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-225534

UNDER THE SECURITIES ACT OF 1933

PDL BioPharma, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

94-3023969

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification Number)

59 Damonte Ranch Parkway, Suite B-375

Reno, Nevada 89521

(Address of Principal Executive Offices) (Zip code)

(775) 832-8500

(Registrant's Telephone Number, Including Area Code)

1999 Stock Option Plan

1999 Nonstatutory Stock Option Plan

1993 Employee Stock Purchase Plan

2002 Outside Directors Stock Option Plan

2005 Equity Incentive Plan

Amended and Restated 2005 Equity Incentive Plan

Nonstatutory Inducement Stock Option Grant Notice and Nonstatutory Inducement Stock Option Agreement

Inducement Restricted Stock Grant Notice and Inducement Restricted Stock Agreement

(Full title of the Plans)

Christopher L. Stone

Vice President, General Counsel and Secretary

59 Damonte Ranch Parkway, Suite B-375

Reno, Nevada 89521

(Name and address of agent for service)

(775) 832-8500

(Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Karen E. Bertero

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071

(213) 229-7000

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

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

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. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

PDL BioPharma, Inc. (the “Registrant”) is filing these Post-Effective Amendments (“Amendments”) to those certain Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant, as follows (note that the share numbers listed below do not take into account any corporate actions, such as stock splits, taken in the interim):

1.Registration Statement on Form S-8 (File No. 333-87957) for the registration of 1,925,000 shares of common stock of the Registrant, par value $0.01 (“Shares”), issuable under the 1999 Stock Option Plan and the 1999 Nonstatutory Stock Option Plan.

2.Registration Statement on Form S-8 (File No. 333-68314) for the registration of 4,000,000 Shares issuable under the 1999 Stock Option Plan and the 1999 Nonstatutory Stock Option Plan.

3.Registration Statement on Form S-8 (File No. 333-104170) for the registration of 3,480,000 Shares issuable under the 1999 Nonstatutory Stock Option Plan and the 2002 Outside Directors Stock Option Plan.

4.Registration Statement on Form S-8 (File No. 333-125906) for the registration of 2,300,000 Shares issuable under the 2005 Equity Incentive Plan.

5.Registration Statement on Form S-8 (File No. 333-145262) for the registration of 3,400,000 Shares issuable under the 2005 Equity Incentive Plan and the 1993 Employee Stock Purchase Plan.

6.Registration Statement on Form S-8 (File No. 333-220370) for the registration of 1,000,000 Shares issuable under the Amended and Restated 2005 Equity Incentive Plan.

7.Registration Statement on Form S-8 (File No. 333-220435) for the registration of 1,201,200 Shares issuable under the Nonstatutory Inducement Stock Option Grant Notice and Nonstatutory Inducement Stock Option Agreement and the Inducement Restricted Stock Grant Notice and Inducement Restricted Stock Agreement.

8.Registration Statement on Form S-8 (File No. 333-225534) for the registration of 20,000,000 Shares issuable under the Amended and Restated 2005 Equity Incentive Plan.

The offerings contemplated by the Registration Statements have been terminated in connection with the Registrant’s previously disclosed voluntary plan of dissolution. In accordance with the undertaking contained in the Registration Statements (pursuant to Item 512(a)(3) of Regulation S-K), the Registrant hereby removes from registration any securities that were registered but unsold under the Registration Statements. Accordingly, these Amendments are being filed to deregister any securities covered by the above referenced plans which remain unissued as of the date of this filing.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on this 2nd day of February, 2021.


			PDL BIOPHARMA, INC.
			By:						/s/ Dominique Monnet
									Dominique Monnet
									President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dominique Monnet, Christopher L. Stone and Nathan Kryszak, and each of them, as his true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution and to act without the others, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each such attorney-in-fact and agent full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or their substitute or resubstitute, each acting alone, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Post-Effective Amendment No. 1 to the Registration Statements in the capacities and on the date(s) indicated.

Signature

Title

Date

/s/ Dominique Monnet

President, Chief Executive Officer and Director

February 2, 2021

Dominique Monnet

(Principal Executive Officer)

/s/ Edward A. Imbrogno, CPA

Vice President and Chief Financial Officer

February 2, 2021

Edward A. Imbrogno, CPA

(Principal Financial Officer and Principal Accounting Officer)

/s/ Elizabeth O’Farrell

Director

February 2, 2021

Elizabeth O’Farrell

/s/ Alan Bazaar

Director

February 2, 2021

Alan Bazaar

/s/ Natasha A. Hernday

Director

February 2, 2021

Natasha A. Hernday

/s/ John P. McLaughlin

Director

February 2, 2021

John P. McLaughlin