DEREGISTRATION OF COMMON STOCK
These Post-Effective Amendments (the “Post-Effective Amendments”), filed by NuVasive, Inc., a Delaware corporation (“NuVasive” or the “Registrant”) relate to the following Registration Statements on Form S-8 (each as amended as of immediately prior to the filing of these Post-Effective Amendments, the “Registration Statement”) of NuVasive:
Registration Statement No. 333-116546 pertaining to the 2,252,771 shares of the common stock of NuVasive (“NuVasive Common Stock”), $0.001 par value per share issuable under the NuVasive, Inc. 2004 Equity Incentive Plan (the “2004 Plan”), 2,372,018 shares of NuVasive Common Stock issuable under the 1998 Stock Option/Stock Issuance Plan and 350,000 shares of NuVasive Common Stock issuable under the NuVasive, Inc. 2004 Employee Stock Purchase Plan (the “ESPP”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2004.
Registration Statement No. 333-149478 pertaining to the 2,316,054 shares of NuVasive Common Stock issuable under the 2004 Plan and 579,788 shares of NuVasive Common Stock issuable under the ESPP, which was filed with the SEC on February 29, 2008.
Registration Statement No. 333-172465 pertaining to the 5,970,550 shares of NuVasive Common Stock issuable under the 2004 Plan and 1,499,388 shares of NuVasive Common Stock issuable under the ESPP, which was filed with the SEC on February 25, 2011.
Registration Statement No. 333-186896 pertaining to the 3,445,660 shares of NuVasive Common Stock issuable under the 2004 Plan and 861,414 shares of NuVasive Common Stock issuable under the ESPP, which was filed with the SEC on February 26, 2013.
Registration Statement No. 333-193705 pertaining to the 1,797,729 shares of NuVasive Common Stock issuable under the 2004 Plan, as amended and restated, and 449,432 shares of NuVasive Common Stock issuable under the ESPP, which was filed with the SEC on January 31, 2014.
Registration Statement No. 333-196141 pertaining to the 2,400,000 shares of NuVasive Common Stock issuable under the NuVasive, Inc. 2014 Equity Incentive Plan (the “2014 Plan”), filed with the SEC on May 21, 2014.
Registration Statement No. 333-209489 pertaining to the 1,508,423 shares of NuVasive Common Stock issuable under the Ellipse Technologies, Inc. 2015 Incentive Award Plan, filed with the SEC on February 11, 2016.
Registration Statement No. 333-213476 pertaining to the 2,200,637 shares of NuVasive Common Stock issuable under the 2014 Plan, filed with the SEC on September 2, 2016.
On September 1, 2023, pursuant to the previously announced Agreement and Plan of Merger, dated February 8, 2023 (as amended, the “Merger Agreement”) entered into by NuVasive, Globus Medical, Inc., a Delaware corporation (“Globus”) and Zebra Merger Sub, Inc., a Delaware corporation and a directly wholly-owned subsidiary of Globus (“Merger Sub”), Merger Sub merged with and into NuVasive (the “Merger”), with NuVasive surviving the Merger as a wholly-owned subsidiary of Globus.
Pursuant to the terms of the Merger Agreement, each issued and outstanding share of NuVasive Common Stock, other than certain excluded shares, was converted into the right to receive 0.75 shares of Class A common stock of Globus, par value $0.001 per share, and cash in lieu of fractional shares.
In connection with the Merger, NuVasive has terminated any and all of the offerings of NuVasive’s securities pursuant to the Registration Statements. In accordance with the undertakings made by NuVasive in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offerings, NuVasive hereby amends the Registration Statements and removes from registration any and all of the securities of NuVasive, registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments, and hereby terminates the effectiveness of each of the Registration Statements.
