Form S-8 POS Medidata Solutions, Inc.

Registration Statement File No. 333-225820

Registration Statement File No. 333-225816

Registration Statement File No. 333-218349

Registration Statement File No. 333-211946

Registration Statement File No. 333-198262

Registration Statement File No. 333-192861

Registration Statement File No. 333-188349

Registration Statement File No. 333-181818

Registration Statement File No. 333-160461

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-225820)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-225816)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-218349)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-211946)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-198262)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-192861)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-188349)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-181818)

POST-EFFECTIVE AMENDMENT NO. 1 (No. 333-160461)

TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Medidata Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

---

Medidata Solutions, Inc. Third Amended and Restated 2014 Employee Stock Purchase Plan

Medidata Solutions, Inc. Amended and Restated 2017 Long-Term Incentive Plan

Medidata Solutions, Inc. 2017 Long-Term Incentive Plan

Medidata Solutions, Inc. Second Amended and Restated 2014 Employee Stock Purchase Plan

Medidata Solutions, Inc. Amended and Restated 2014 Employee Stock Purchase Plan

Medidata Solutions, Inc. 2014 Employee Stock Purchase Plan

Medidata Solutions, Inc. Second Amended and Restated 2009 Long-Term Incentive Plan

Medidata Solutions, Inc. Amended and Restated 2009 Long-Term Incentive Plan

Medidata Solutions, Inc. Amended and Restated 2000 Stock Option Plan

Medidata Solutions, Inc. 2009 Long Term Incentive Plan

Medidata Solutions, Inc. 2009 Employee Stock Purchase Plan

Fast Track Systems Inc. 1999 Incentive Stock Plan

(Full title of the plans)

---

---

Michael I. Otner, Esq.

Secretary

Medidata Solutions, Inc.

350 Hudson Street, 9th Floor

New York, NY 10014

(Name and address of agent for service)

(212) 918-1800

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

---

Copies to:

Warren J. Nimetz, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019

Telephone: (212) 318-3000

Facsimile: (212) 318-3400

---

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.

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 SECURITIES

 

Medidata Solutions, Inc., a Delaware corporation (the “Registrant”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister any and all shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:

Effective December 16, 2013, the Registrant effected a 2-for-1 stock split.  The number of shares of Common Stock listed above for Registration Statements Nos. 333-192861, 333-188349, 333-181818 and 333-160461 are presented on a pre-split basis and do not reflect the stock split.

On October 28, 2019, pursuant to that certain Agreement and Plan of Merger, dated as of June 11, 2019, by and among Dassault Systèmes SE, a societas Europaea (European company) organized under the laws of France (“Dassault Systèmes”), Dassault Systèmes Americas Corp., a Delaware corporation and a wholly-owned subsidiary of Dassault Systèmes (“Parent”), 3DS Acquisition 6 Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, pursuant to which, among other things, Merger Sub will be merged with and into the Registrant (the “Merger”) with the Registrant surviving the Merger as a wholly-owned subsidiary of Parent.  These Post-Effective Amendments are being filed as a result of the Merger.  The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all shares of Common Stock registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.  This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.

 

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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 28, 2019.

 

 

No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933.