As filed with the Securities and Exchange Commission on August 17, 2009
Registration No. 333-121437
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
MONOGRAM BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3234479 | |
(State or other jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No. | |
345 Oyster Point Blvd. South San Francisco, California 94080 | 94080 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2000 Employee Stock Purchase Plan
2004 Equity Incentive Plan
ACLARA BioSciences, Inc. Amended and Restated 1997 Stock Plan
ACLARA BioSciences, Inc. NQ03 Stock Plan Non-Statutory Stock Option Agreement
(Full title of the plan)
F. Samuel Eberts III
President and Secretary
Monogram Biosciences, Inc.
c/o Laboratory Corporation of America Holdings
358 South Main Street
Burlington, NC 27215
(336) 229-1127
(Telephone number, including area code, of agent for service)
Copy to:
Michael J. Silver
John H. Booher
William I. Intner
Hogan & Hartson LLP
111 South Calvert Street, 16th Floor
Baltimore, Maryland 21202
(410) 659-2700
DEREGISTATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (333-121437), filed with the Securities and Exchange Commission on December 20, 2004 (the “Registration Statement”) by Monogram Biosciences, Inc., a Delaware corporation (the “Company”), relating to 20,115,978 additional shares of the Company’s common stock, par value $0.001 per share, reserved for issuance under the Company’s 2000 Employee Stock Purchase Plan, 2004 Equity Incentive Plan, ACLARA BioSciences, Inc. Amended and Restated 1997 Stock Plan and ACLARA BioSciences, Inc. NQ03 Stock Plan Non-Statutory Stock Option Agreement and 6,615,978 Contingent Value Rights under the ACLARA BioSciences, Inc. Amended and Restated 1997 Stock Plan and ACLARA BioSciences, Inc. NQ03 Stock Plan Non-Statutory Stock Option Agreement.
On August 4, 2009, pursuant to an Agreement and Plan of Merger dated June 22, 2009, as amended, between the Company, Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and Mastiff Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of LabCorp (“Purchaser”), Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of LabCorp.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement.
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 this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, state of North Carolina, on August 17, 2009.
| MONOGRAM BIOSCIENCES, INC. | ||
| By: | /s/ F. Samuel Eberts III | |
| Name: | F. Samuel Eberts III | |
| Title: | President and Secretary | |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints F. Samuel Eberts III and William B. Hayes, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer) to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ F. Samuel Eberts III | President, Secretary and Director | August 17, 2009 | ||
| F. Samuel Eberts III | (Principal Executive Officer) | |||
/s/ William B. Hayes | Executive Vice President, Treasurer and Director | August 17, 2009 | ||
| William B. Hayes | (Principal Financial Officer and Principal Accounting Officer) | |||