Maxar Technologies Ltd. Employee Stock Option
Plan
Maxar Technologies Ltd. Omnibus Equity Incentive
Plan, as amended
MacDonald, Dettwiler and Associates Ltd. 2017
Long Term Incentive Plan, as amended
Maxar Technologies Inc. 2019 Incentive Award
Plan, as amended
Maxar Technologies Inc. Employee Stock Purchase
Plan
(Full titles of the plans)
James C. Lee
Senior Vice President,
General Counsel and Corporate Secretary
Maxar Technologies
Inc.
1300 W. 120th Avenue
Westminster, Colorado
80234
(303) 684-7660
(Name, address and telephone number of agent for
service)
Copies to:
James Griffin, Esq.
Weil, Gotshal &
Manges LLP
200 Crescent Court,
Suite 300
Dallas, Texas 75201
(214) 746-7779
Jonathan Wood, Esq.
Weil, Gotshal &
Manges LLP
110 Fetter Lane
London EC4A 1AY, United
Kingdom
+44 20 7903 1535
and
Ramona Y. Nee, Esq.
Weil, Gotshal &
Manges LLP
100 Federal Street,
Floor 34
Boston, MA 02110
(617) 772-8337
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.
| Large accelerated filer |
x |
|
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
|
Smaller reporting company |
¨ |
| Emerging growth company |
¨ |
|
|
|
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. ¨
DEREGISTRATION OF SHARES
Maxar Technologies Inc., a Delaware corporation
(the “Registrant”), is filing with the U.S. Securities and Exchange Commission these post-effective amendments (the
“Post-Effective Amendments”) to deregister all shares of common stock, par value $0.0001 per share, of the Registrant
(the “Shares”), previously registered under the following Registration Statements on Form S-8 (the “Registration
Statements”), together with any and all plan interests and other securities registered thereunder:
| · | Registration Statement No. 333-219296, filed on July 14, 2017 and assumed by the Registrant on January 2, 2019, relating
to the registration of (a) 85,842 Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. Directors’
Deferred Share Unit Plan, (b) 221,448 Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. Employee Share
Purchase Plan, (c) 669,280 Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2013 Long Term Incentive
Plan, (d) 669,280 Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2014 Long Term Incentive Plan,
(e) 669,280 Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2015 Long Term Incentive Plan and (f) 200,000
Shares reserved for issuance under the MacDonald, Dettwiler and Associates Ltd. 2016 Long Term Incentive Plan; |
| · | Registration Statement No. 333-220853, filed on October 6, 2017 and assumed by the Registrant on January 2, 2019, relating
to the registration of (a) 645,510 Shares reserved for issuance under the Maxar Technologies Ltd. Employee Stock Option Plan, (b) 1,265,000
Shares reserved for issuance under the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (formerly known as the MacDonald, Dettwiler
and Associates Ltd. Omnibus Equity Incentive Plan ) and (c) 300,000 Shares reserved for issuance under the MacDonald, Dettwiler and
Associates Ltd. 2017 Long Term Incentive Plan; |
| · | Registration Statement No. 333-224934, filed on May 15, 2018 and assumed by the Registrant on January 2, 2019, relating
to the registration of 775,000 Shares reserved for issuance under the Maxar Technologies Ltd. Omnibus Equity Incentive Plan (formerly
known as the MacDonald, Dettwiler and Associates Ltd. Omnibus Equity Incentive Plan); |
| · | Registration Statement No. 333-231296, filed on May 8, 2019, relating to the registration of (a) 3,737,719 Shares reserved
for issuance under the Maxar Technologies Inc. 2019 Incentive Award Plan and (b) 5,000,000 Shares reserved for issuance under the
Maxar Technologies Inc. Employee Stock Purchase Plan; |
On May 3, 2023, pursuant to the terms of the
Agreement and Plan of Merger, dated as of December 15, 2022, by and among the Registrant, Galileo Parent, Inc., a Delaware corporation
(“Parent”), Galileo Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Sub”) and Galileo Topco, Inc., a Delaware corporation and an indirect parent of Parent (solely for the purposes set forth
in the Merger Agreement), Merger Sub merged with and into the Registrant with the Registrant surviving the merger as a wholly owned subsidiary
of Parent (the “Merger”).
As a result of the Merger, the Registrant has terminated
all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration
Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements
that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but remaining
unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect
the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.