S-8 POS 1 brhc10041150_s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on August 23, 2022

Registration No. 333-200544

Registration No. 333-170765

Registration No. 333-155638

Registration No. 333-131514

Registration No. 333-103158

Registration No. 333-102626

Registration No. 333-100093

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-200544

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-170765

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155638

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-131514

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-103158

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-102626

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-100093

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SHARPS COMPLIANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware		74-2657168
(State or other jurisdiction of incorporation or organization)		(IRS employer identification number)

Sharps Compliance Corp.

9220 Kirby Drive, Suite 500

Houston, Texas 77054

(Address of principal executive offices)

Sharps Compliance Corp. 2010 Stock Plan

Sharps Compliance Corp. 1993 Stock Plan

(Full title of the Plan)

Diana P. Diaz

Senior Vice President, Secretary, and Chief Accounting Officer

Sharps Compliance Corp.

9220 Kirby Drive, Suite 500

Houston, Texas 77054

(713) 432-0300

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

Copies to:

Brandon T. Byrne

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

(214) 855-7437

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 definitions of “large accelerated filer, “accelerated filer,” “smaller reporting company,” and “emerging growth 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. ☐

EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Sharps Compliance Corp., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).

•

Registration Statement on Form S-8 (No. 333-200544) pertaining to the registration of 2,000,000 Shares, issuable under the Sharps Compliance Corp. 2010 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-170765) pertaining to the registration of 1,000,000 Shares, issuable under the Sharps Compliance Corp. 2010 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-155638) pertaining to the registration of 500,000 Shares, issuable under the Sharps Compliance Corp. 1993 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-131514) pertaining to the registration of 500,000 Shares, issuable under the Sharps Compliance Corp. 1993 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-103158) pertaining to the registration of 1,000,000 Shares, issuable under the Sharps Compliance Corp. 1993 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-102626) pertaining to the registration of 1,000,000 Shares, issuable under the Sharps Compliance Corp. 1993 Stock Plan.

•

Registration Statement on Form S-8 (No. 333-100093) pertaining to the registration of 1,000,000 Shares, issuable under the Sharps Compliance Corp. 1993 Stock Plan.

The Registrant is filing these Post-Effective Amendments to withdraw and remove any unissued and unsold securities issuable by Registrant pursuant to the above-referenced Registration Statements.

On July 12, 2022, the Registrant entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Raven Buyer, Inc., a Delaware corporation (“Parent”), and Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on August 23, 2022, Merger Sub was merged with and into the Registrant with the Registrant surviving as a wholly-owned subsidiary of Parent (the “Merger”). In the Merger, each Share was cancelled and converted into the right to receive cash in an amount equal to $8.75 per share, without interest and subject to any required withholding of taxes, other than Shares (i) held in the treasury of the Registrant, (ii) owned directly or indirectly by Parent or Merger Sub immediately prior to the effective time of the Merger, or (iii) held by stockholders who properly exercised their appraisal rights under Delaware law.

In connection with the effectiveness of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 23, 2022.

	SHARPS COMPLIANCE CORP.

	By:	/s/ Diana P. Diaz
	Name:	Diana P. Diaz
	Title:	Senior Vice President, Secretary, and Chief Accounting Officer

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form S-8 POS filed by Sharps Compliance Corp.