As filed with the Securities and Exchange Commission on June 28, 2011
Registration No. 333-126991
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
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 41-1978822 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
10700 Bren Road West
Minnetonka, MN 55343
(952) 930-6000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Medical Systems Holdings, Inc.
2005 Stock Incentive Plan
(Full title of the plan)
David P. Holveck
Chief Executive Officer
American Medical Systems Holdings, Inc.
10700 Bren Road West
Minnetonka, Minnesota 55343
(952) 930-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles K. Ruck R. Scott Shean Latham & Watkins LLP 650 Town Center Drive, Suite 2000 Costa Mesa, California 92626 Telephone: (714) 540-1235 | Eileen T. Nugent Brandon Van Dyke Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Telephone: (212) 735-2000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
On July 28, 2005, American Medical Systems Holdings, Inc. (the “Company”) filed a Registration Statement on Form S-8 (Registration No. 333-126991) (the “Registration Statement”) with the Securities and Exchange Commission, which Registration Statement was deemed effective upon filing. The Registration Statement registered the offer and sale of 6,600,000 shares of common stock, par value $0.01 per share, of the Company (the “Securities”) issuable pursuant to the Company’s 2005 Stock Incentive Plan.
On June 17, 2011, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 10, 2011, by and among the Company, Endo Pharmaceuticals Holdings Inc., a Delaware corporation (“Endo”), and NIKA Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Endo, the Company became a wholly owned indirect subsidiary of Endo.
In connection with the transactions contemplated by the Merger Agreement, the Company is terminating all of its offerings of securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement, the Company hereby removes from registration all Securities that remain unsold as of the date of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, in the State of Minnesota, on the 28th day of June, 2011.
| AMERICAN MEDICAL SYSTEMS HOLDINGS, INC. | ||
| By: | /s/ David P. Holveck | |
David P. Holveck Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following persons on June 28, 2011 in the capacities indicated.
Signature | Capacity | |
/s/ David P. Holveck David P. Holveck | Chief Executive Officer and Director (principal executive officer) | |
/s/ Alan G. Levin Alan G. Levin | Executive Vice President and Chief Financial Officer and Director (principal financial officer and principal accounting officer) | |
/s/ Anthony P. Bihl, III Anthony P. Bihl, III | Director | |
/s/ Ivan P. Gergel, M.D. Ivan P. Gergel, M.D. | Director | |
/s/ Julie H. McHugh Julie H. McHugh | Director | |
