As
filed with the Securities and Exchange Commission on July 23,
2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-134432
Post-Effective
Amendment No. 1 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-126651
Post-Effective
Amendment No. 1 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-72916
Post-Effective
Amendment No. 2 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-72918
Post-Effective
Amendment No. 2 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-113388
Post-Effective
Amendment No. 2 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-72920
Post-Effective
Amendment No. 2 to
FORM
S-8 REGISTRATION STATEMENT NO. 333-113387
UNDER
THE
SECURITIES ACT OF 1933
BENTLEY
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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59-1513162
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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Bentley
Park, 2 Holland Way, Exeter, New
Hampshire
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03833
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(Address
of Principal Executive Offices)
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(Zip
Code)
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BENTLEY
AMENDED AND RESTATED 2005 EQUITY AND INCENTIVE PLAN
BENTLEY
2005 EQUITY AND INCENTIVE PLAN
BENTLEY
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
BENTLEY
2001 DIRECTORS' STOCK OPTION PLAN
BENTLEY
2001 EMPLOYEE STOCK OPTION PLAN
(Full
Title of the Plan)
Richard
Egosi
c/o
Teva Pharmaceuticals USA, Inc.
425
Privet Road
Horsham,
Pennsylvania 19044
(Name
and
address of agent for service)
(215)
293-6400
(Telephone
number, including area code, of agent for service)
with
copies to:
Jeffrey
S. Hochman, Esq.
Willkie
Farr & Gallagher LLP
787
Seventh Avenue
New
York, New York 10019
(212)
728-8000
DEREGISTRATION
OF SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements on
Form S-8 of Bentley Pharmaceuticals, Inc. (the “Company”) (collectively, the
“Registration Statements”):
File
No.
333-134432, pertaining to the registration of 750,000 shares of the Company’s
common stock, par value $.02 per share (the “Common Stock”), issuable under the
Company’s 2005 Amended and Restated Equity and Incentive Plan, which was filed
with the Securities and Exchange Commission (the “Commission”) on May 24, 2006.
File
No.
333-126651, pertaining to the registration of 4,690,828 shares of Common Stock
issuable under the Company’s 2005 Equity and Incentive Plan, which was filed
with the Commission on July 15, 2005.
File
No.
333-72916, pertaining to the registration of 815,756 shares of Common Stock
issuable under the Company’s 2001 Directors’ Stock Option Plan, which was filed
with the Commission on November 7, 2001.
File
No.
333-72918, pertaining to the registration of 500,000 shares of Common Stock
issuable under the Company’s 2001 Directors’ Stock Option Plan, which was filed
with the Commission on November 7, 2001.
File
No.
333-113388, pertaining to the registration of 500,000 shares of Common Stock
issuable under the Company’s 2001 Directors’ Stock Option Plan, which was filed
with the Commission on March 8, 2004.
File
No.
333-72920, pertaining to the registration of 1,000,000 shares of Common Stock
issuable under the Company’s 2001 Employee Stock Option Plan, which was filed
with the Commission on November 7, 2001.
File
No.
333-113387, pertaining to the registration of 1,500,000 shares of Common Stock
issuable under the Company’s 2001 Employee Stock Option Plan, which was filed
with the Commission on March 8, 2004.
On
July
22, 2008, Beryllium Merger Corporation (“Merger Sub”), a Delaware corporation
and wholly owned subsidiary of Teva Pharmaceutical Industries Limited (“Teva”),
an Israeli corporation, merged with and into the Company (the “Merger”),
pursuant to an Agreement and Plan of Merger, dated as of March 31, 2008, by
and
among Teva, Merger Sub and the Company (the “Merger Agreement”). Pursuant
to the terms of the Merger Agreement, each share of Common Stock outstanding
at
the effective time of the Merger (the “Effective Time”), except for shares owned
by Teva or Merger Sub, was converted into the right to receive approximately
$14.8165 in cash. As a result of the Merger, the Company became a wholly
owned subsidiary of Teva, and the Company will be renamed Teva Spanish Holdco,
Inc.
The
Company hereby de-registers any and all shares of Common Stock originally
reserved for issuance under the Company’s 2005 Amended and Restated Equity and
Incentive Plan, the 2005 Equity and Incentive Plan, the 2001 Directors’ Stock
Option Plan and the 2001 Employee Stock Option Plan (collectively, the “Plans”)
and registered under the Registration Statements on Forms S-8 listed above,
filed with the Commission on the dates listed above, which have not been issued.
The Plans, pursuant to which shares would have been issued, have been terminated
and no additional shares of Common Stock may be issued or sold under such plans.
There are no outstanding stock options as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company certifies that
it
has reasonable grounds to believe that it meets all the requirements for filing
an amendment 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 Bentley Park, State
of
New Hampshire, on July 23, 2008.
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BENTLEY
PHARMACEUTICALS, INC.
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By:
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Name:
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William
Marth
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Title:
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President
and Chief Executive
Officer
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Pursuant
to the requirements of the Securities Act of 1933, these Post-Effective
Amendments to the Registration Statements have been signed by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
William Marth
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President,
Chief Executive Officer and
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July
23, 2008
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William
Marth
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Director
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/s/
Deborah Griffin
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Vice
President, Chief Executive Officer and
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Deborah
Griffin
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Director
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/s/
Richard Egosi
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Senior
Vice President, Secretary and
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Richard
Egosi
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Director
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