As filed with the Securities and Exchange Commission on December 30, 2016

 

Registration No. 333-12542

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

 

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-8
REGISTRATION STATEMENT NO. 333-12542

 

UNDER THE SECURITIES ACT OF 1933

________________

 

FLAMEL TECHNOLOGIES S.A.

(Exact name of Registrant as specified in its charter)

 

Republic of France	98-0639540
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Parc Club du Moulin à Vent 33, avenue du Docteur Georges Levy Vénissieux France	Not Applicable
(Address of Principal Executive Offices)	(Zip Code)

________________

 

Flamel Technologies S.A. 1996 Stock Option Plan

(Full title of the plans)

 

Phillandas T. Thompson, Esq.
Flamel Technologies S.A.
16640 Chesterfield Grove Road
Suite 200
Chesterfield, MO 63005
(Name and address of agent for service)

 

(636) 449-1840

(Telephone number, including area code, of agent for service)

________________

 

Copies of all correspondence to:

Timothy I Kahler, Esq.
Joseph Walsh, Esq.
Troutman Sanders LLP
875 Third Avenue

New York, NY 10022
(212) 704-6000

________________

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

  

 

TERMINATION OF REGISTRATION

 

This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-8 (Registration No. 333-12542) (the “Registration Statement”) of Flamel Technologies S.A., a société anonyme incorporated under the laws of the Republic of France (the “Company”). The Flamel Technologies S.A. 1996 Stock Option Plan has expired in accordance with its terms. All stock options granted under the plan have been exercised, terminated or expired.

 

In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remained unsold at the termination of the offering, the Company hereby terminates the effectiveness of the Registration Statement and, by means of this post-effective amendment, removes from registration all securities registered under the Registration Statement which remained unsold.

 

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 of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chesterfield, Missouri, on December 30, 2016.

 

	FLAMEL TECHNOLOGIES S.A.
	By:	/s/ Michael S. Anderson
		Michael S. Anderson
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Michael S. Anderson Michael S. Anderson		Chief Executive Officer (Principal Executive Officer) and Director		December 30, 2016
/s/ Michael F. Kanan Michael F. Kanan		Chief Financial Officer (Principal Financial Officer)		December 30, 2016
/s/ David P. Gusky David P. Gusky		Corporate Controller (Principal Accounting Officer)		December 30, 2016
/s/ Craig R. Stapleton Craig R. Stapleton		Non-Executive Chairman of the Board and Director		December 30, 2016
		Director
Guillaume Cerutti
/s/ Francis J.T. Fildes Francis J.T. Fildes		Director		December 30, 2016
/s/ Benoit Van Assche Benoit Van Assche		Director		December 30, 2016
		Director
Christophe Navarre