SEC Info - Cardiome Pharma Corp - ‘S-8 POS’ on 10/1/14

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Cardiome Pharma Corp – ‘S-8 POS’ on 10/1/14

On: Wednesday, 10/1/14, at 4:02pm ET · Effective: 10/1/14 · Accession #: 1341004-14-831 · File #: 333-146091

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/01/14  Cardiome Pharma Corp              S-8 POS    10/01/14    1:50K                                    Skadden/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     S-8, Post-Effective Amendment No. 1                 HTML     33K

This is an HTML Document rendered as filed. [ Alternative Formats ]

As filed with the Securities and Exchange Commission on October 1, 2014

Registration Nos. 333-146091

333-136696

333-125860

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

________________________________

CARDIOME PHARMA CORP.

(Exact name of Registrant as specified in its charter)

Canada		Not Applicable
(Jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

6190 Agronomy Road, Suite 405

Vancouver, British Columbia, Canada

V6T 1Z3

(Address of Registrant’s principal executive offices)

AMENDED 2001 INCENTIVE STOCK OPTION PLAN

(Full title of plan)

Correvio LLC

3 Dickinson Drive

Suite 101, Building 4

Chadds Ford, PA 19317

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

________________________________

Copy to:

Riccardo Leofanti, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

222 Bay Street, Suite 1750, P.O. Box 258

Toronto, Ontario, Canada M5K 1J5

(416) 777-4700

Joseph A. Garcia, Esq.

Blake, Cassels & Graydon LLP

595 Burrard Street, Suite 2600

Vancouver, British Columbia, Canada V7X 1L3

(604) 631-3300

________________________________

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 the definitions of ”large accelerated filer, ““accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act (Check one):

	Large Accelerated Filer [ ]	Accelerated Filer [X]

	Non-Accelerated Filer [ ]	Smaller Reporting Company [ ]

EXPLANATORY NOTE

Cardiome Pharma Corp. (the "Registrant") is filing this Post-Effective Amendment No. 1 to remove from registration 5,750,000 common shares, 900,000 common shares and 350,000 common shares, no par value (together, the "Shares"), under the Securities Act of 1933, as amended (the "1933 Act"), which were registered under three Registration Statements on Form S-8, filed with the Commission on June 16, 2005 (File No. 333-125860), August 17, 2006 (File No. 333-136696) and September 14, 2007 (File No. 333-146091), respectively.

The Shares were issuable under the Registrant's Amended 2001 Incentive Stock Option Plan, as amended on June 12, 2006 and September 5, 2007. The Registrant's Amended Incentive Stock Option Plan (the "Plan") was approved by its board of directors on May 9, 2014 and by its shareholders on June 16, 2014. Under the Plan, the number of issuable common shares was amended from a fixed number of common shares to a percentage of the total outstanding common shares at the time of an option grant. The Registrant has registered the updated number of common shares issuable to U.S. Plan participants under the 1933 Act under a Registration Statement on Form S-8, filed with the Commission on October 1, 2014 (File No. 333-199091). Accordingly, the Registrant is filing this Post-Effective Amendment No. 1 to remove the Shares from registration under the 1933 Act.

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 Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Vancouver, Province of British Columbia, Canada, on October 1, 2014.

CARDIOME PHARMA CORP.


By:	/s/ *William Hunter*
	Name:	William Hunter
	Title:	Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below authorizes William Hunter and Jennifer Archibald as his attorney in fact and agent, with full power of substitution and resubstitution, to execute, in his name and on his behalf, in any and all capacities, this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 and any amendment thereto (and any additional registration statement related thereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments including post-effective amendments thereto)) necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in respect thereof, in connection with the registration of the securities which are the subject of such registration statement, which amendments may make such changes in such registration statement as such attorney may deem appropriate, and with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities indicated on October 1, 2014.

Signature		Title

/s/ *William Hunter*		Chief Executive Officer and Director
William Hunter

/s/ *Jennifer Archibald*		Chief Financial Officer
Jennifer Archibald

/s/ *Robert W. Rieder*		Chairman
Robert W. Rieder

/s/ *Richard M. Glickman*		Lead Independent Director
Richard M. Glickman

/s/ *Harold H. Shlevin*		Director
Harold H. Shlevin

/s/ *Peter W. Roberts*		Director
Peter W. Roberts

/s/ *W. James O'Shea*		Director
W. James O'Shea

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of Cardiome Pharma Corp. and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada on October 1, 2014.

CARDIOME, INC. (Authorized U.S. Representative)


By:	/s/ *Jennifer Archibald*
	Name:	Jennifer Archibald
	Title:	Authorized Signatory

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-8 POS’ Filing	Date	Other Filings

Filed on / Effective on:	10/1/14	S-8, S-8 POS
	6/16/14
	5/9/14
	9/14/07	S-8
	9/5/07
	8/17/06	S-8
	6/12/06
	6/16/05	S-8
		List all Filings

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Filing Submission 0001341004-14-000831 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Cardiome Pharma Corp – ‘S-8 POS’ on 10/1/14

On: Wednesday, 10/1/14, at 4:02pm ET · Effective: 10/1/14 · Accession #: 1341004-14-831 · File #: 333-146091

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Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents