As filed with the Securities and Exchange Commission on August 23, 2010
Registration No. 333-72888
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
ODYSSEY HEALTHCARE, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 44-1723043 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
717 N. Harwood, Suite 1500
Dallas, Texas 75201
(206) 816-8800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
ODYSSEY HEALTHCARE, INC. STOCK OPTION PLAN
ODYSSEY HEALTHCARE, INC. 2001 EQUITY-BASED COMPENSATION PLAN
ODYSSEY HEALTHCARE, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John N. Camperlengo, Esq.
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
Odyssey HealthCare, Inc.
c/o Gentiva Health Services, Inc.
3350 Riverwood Parkway, Suite 1400
Atlanta, Georgia 30339
(770) 951-6450
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ira N. Rosner, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
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 | ¨ | Accelerated filer | þ | |||
| Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1, filed by Odyssey HealthCare, Inc., a Delaware corporation (“Odyssey”), deregisters all unsold securities registered for issuance under the Registration Statement on Form S-8, File No. 333-72888, which was filed with the Securities and Exchange Commission on November 7, 2001 (the “Registration Statement”).
On August 17, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 23, 2010, by and among Gentiva Health Services, Inc., a Delaware corporation (“Gentiva”), GTO Acquisition Corp., a wholly-owned subsidiary of Gentiva (“Merger Sub”), and Odyssey, Merger Sub merged with and into Odyssey, with Odyssey continuing as the surviving corporation and a wholly-owned subsidiary of Gentiva (the “Merger”). In connection with the Merger, Odyssey terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by Odyssey in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities registered under the Registration Statement that remain unsold at the termination of the offering, Odyssey hereby removes from registration all 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 Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on August 23, 2010.
| ODYSSEY HEALTHCARE, INC. | ||
| By: | /s/ JOHN N. CAMPERLENGO | |
John N. Camperlengo Senior Vice President, General Counsel Chief Compliance Officer and Secretary | ||
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints John N. Camperlengo his true and lawful attorney-in-fact with the authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/S/ TONY STRANGE Tony Strange | Chief Executive Officer, President and Director (Principal Executive Officer) | August 23, 2010 | ||
/S/ ERIC R. SLUSSER Eric R. Slusser | Executive Vice President, Chief Financial Officer, Treasurer and Director (Principal Financial Officer) | August 23, 2010 | ||
/S/ JOHN N. CAMPERLENGO John N. Camperlengo | Senior Vice President, General Counsel, Chief Compliance Officer, Secretary and Director | August 23, 2010 | ||
