As filed with the Securities and Exchange Commission on April 21, 2020
Registration No. 333-233922
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BELLUS HEALTH INC.
(Exact name of registrant as specified in its charter)
Canada | Not applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
275 Armand-Frappier Blvd. Laval, Québec Canada | H7V 4A7 |
(Address of Principal Executive Offices) | (Zip Code) |
Stock Option Plan
(Full title of the plan)
C T Corporation System
1015 15th Street, NW
Suite 1000
Washington, District of Columbia 20005
(Name and address of agent for service)
(202) 572-3111
(Telephone number, including area code, of agent for service)
Copy to:
François Desjardins BELLUS Health Inc. 275 Armand-Frappier Blvd. Laval, Québec Canada (450) 680-4525 | Thomas M. Rose Troutman Sanders LLP 401 9th Street, NW Suite 1000 Washington, District of Columbia 20004 (757) 687-7715 |
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 | þ | Smaller reporting company | ¨ | |||
Emerging growth company | þ |
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
This Post-Effective Amendment No. 1 (this “Amendment”) to that certain Registration Statement No. 333-233922 on Form S-8 filed with the Securities and Exchange Commission on September 25, 2019 (the “Original Registration Statement”) is being filed by BELLUS Health Inc. (the “Company” or the “Registrant”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended, solely to add Exhibit 4.2, the Amended Stock Option Plan (effective February 26, 2020). The Original Registration Statement is hereby amended to add Exhibit 4.2, which was adopted on February 26, 2020 by the Company’s board of directors and amends the Company’s Stock Option Plan (effective May 15, 2012) previously filed as Exhibit 4.1. The amendments, which did not require shareholder approval, involved changes of a housekeeping nature. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Original Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
The following exhibits are filed as part of this registration statement:
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 this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laval, Province of Québec, Canada, on April 21, 2020.
BELLUS HEALTH INC. | |||
(Registrant) | |||
By: | /s/ François Desjardins | ||
François Desjardins Vice President, Finance |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on April 21, 2020.
Signature | Title | |
/s/ Roberto Bellini Roberto Bellini | Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ François Desjardins François Desjardins | Vice President, Finance (Principal Financial and Accounting Officer) | |
* Francesco Bellini | Chairperson of the Board of Directors | |
* Youssef L. Bennani | Director | |
* Franklin M. Berger | Director | |
* Clarissa Desjardins | Director | |
* Chau Q. Khuong | Director | |
* Pierre Larochelle | Director | |
* Joseph Rus | Director | |
/s/ Roberto Bellini Roberto Bellini | Attorney-in-fact |
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1, solely in the capacity of the duly authorized representative of BELLUS Health Inc. in the United States, in the City of Newark, State of Delaware, on April 21, 2020.
PUGLISI & ASSOCIATES | |||
By: | /s/ Donald J. Puglisi | ||
Name: | Donald J. Puglisi | ||
Title: | Managing Director |