As filed with the Securities and Exchange Commission on March 10, 2015
Registration No. 333-125623
UNITED STATES
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
CORGENIX MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada |
| 93-1223466 |
(State or other jurisdiction |
| (I.R.S. Employer |
of incorporation or organization) |
| Identification No.) |
11575 Main Street
Suite 400
Broomfield, Colorado 80020
(Address, including zip code, of Principal Executive Offices)
2005 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Douglass T. Simpson
President and Chief Executive Officer
Corgenix Medical Corporation
11575 Main Street
Suite 400
Broomfield, Colorado 80020
Telephone: (303) 457-4345
Fax: (303) 457-4519
(Name, address and telephone number of agent for service)
Copy to:
Robert P. Attai
Husch Blackwell LLP
1700 Lincoln Street, Suite 4700
Denver, Colorado 80203
Telephone: (303) 749-7200
Fax: (303) 749-7272
DEREGISTRATION OF UNSOLD SECURITIES
Corgenix Medical Corp (the “Company”) is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-125623) (the “Registration Statement”) filed with the SEC on June 8, 2005, pursuant to which the Company registered 1,500,000 shares of the Company’s common stock, par value $0.001 per share, for issuance under the Company’s 2005 Incentive Compensation Plan (the “Plan”).
Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 27, 2014 (the “Merger Agreement”), among the Company, Centennial Medical Holdings, Inc. (“Parent”) and Centennial Integrated, Inc., a direct, wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). In connection therewith, and subject to the terms of the Merger Agreement, at the effective time and as a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, will be cancelled, and each option and warrant to purchase shares of Common Stock will no longer be exercisable for shares of Common Stock. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all shares of the Company’s common stock covered by the Registration Statement which remain unissued as of the date of this filing.
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 of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Broomfield, State of Colorado, on March 10, 2015.
| CORGENIX MEDICAL CORPORATION | |
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| By: | /s/ Douglass T. Simpson |
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| Douglass T. Simpson |
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| President and Chief Executive Officer |
