As filed with the Securities and Exchange Commission on October 27, 2003
Registration No. 333-102101
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
APOGENT TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Wisconsin (State or other jurisdiction of incorporation or organization) | 3843 (Primary Standard Industrial Classification Code Number) | 22-2849508 (I.R.S. Employer Identification No.) |
AND ITS GUARANTOR SUBSIDIARIES
Delaware | ABgene Inc. | 03-0418855 | ||
Delaware | Apogent Finance Company | 02-0522134 | ||
Delaware | Apogent Transition Corp. | 13-3326805 | ||
California | Applied Biotech, Inc. | 33-0447325 | ||
Delaware | Barnstead Thermolyne Corporation | 13-3326802 | ||
Alabama | Capitol Vial, Inc. | 63-1091273 | ||
Wisconsin | Chase Scientific Glass, Inc. | 62-1711339 | ||
Wisconsin | Consolidated Technologies Inc. | 74-2951231 | ||
Delaware | Erie Scientific Company | 13-3326819 | ||
Delaware | Erie Scientific Company of Puerto Rico | 22-2855227 | ||
Delaware | Erie UK Holding Company | 02-0523659 | ||
Wisconsin | Ever Ready Thermometer Co., Inc. | 22-3329530 | ||
California | Forefront Diagnostics, Inc. | 33-0733551 | ||
New York | Genevac Inc. | 13-3614495 | ||
Delaware | G&P Labware Holdings Inc. | 02-0528748 | ||
Delaware | Lab-Line Instruments, Inc. | 36-2160341 | ||
California | Lab Vision Corporation | 94-3204455 | ||
Delaware | Matrix Technologies Corporation | 04-2876817 | ||
Delaware | Metavac LLC | 02-0530733 | ||
Delaware | Microgenics Corporation | 68-0148167 | ||
California | Molecular BioProducts, Inc. | 95-3244122 | ||
Delaware | Nalge Nunc International Corporation | 13-3326816 | ||
Wisconsin | National Scientific Company | 58-2315507 | ||
Connecticut | The Naugatuck Glass Company | 06-0465440 | ||
California | Neomarkers, Inc. | 94-3223858 | ||
Wisconsin | NERL Diagnostics Corporation | 05-0486109 | ||
Wisconsin | Owl Separation Systems, Inc. | 39-1915146 |
Wisconsin | Remel Inc. | 74-2826694 | ||
Wisconsin | Richard-Allan Scientific Company | 38-3235594 | ||
California | Robbins Scientific Corporation | 94-2456711 | ||
Delaware | Samco Scientific Corporation | 95-3145731 | ||
Delaware | Separation Technology, Inc. | 93-0968130 | ||
Delaware | Seradyn Inc. | 02-0530147 | ||
Delaware | Vacuum Process Technologies, Inc. | 04-3538751 | ||
| (State or other jurisdiction of incorporation or organization) | (Exact name of Guarantor as specified in its Charter) | (I.R.S. Employer Identification Number) |
30 Penhallow Street Portsmouth, New Hampshire 03801 (603) 433-6131 (Address, including zip code, and telephone number, including | MICHAEL K. BRESSON Executive Vice President — General Counsel and Secretary 30 Penhallow Street Portsmouth, New Hampshire 03801 (603) 433-6131 (Name, address, including zip code, and telephone number, | |
Copies of all communications, including all communications sent to the agent should be sent to:
BRUCE C. DAVIDSON
JOSEPH D. MASTERSON
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, WI 53202
(414) 277-5000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨_____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨________
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.¨
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-102101) shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
TERMINATION OF OFFERING
On December 20, 2002, Apogent Technologies Inc. and certain of its subsidiaries as guarantors (collectively, the “Registrants”) filed a registration statement on Form S-3 (No. 333-102101), (as amended by Pre-Effective Amendment No. 1 filed on January 10, 2003, the “Registration Statement”), which registered for resale by the selling holders 2.25% Senior Convertible Contingent Debt Securities (“CODES”) due 2021 and the common stock, $0.01 par value per share, with attached preferred stock purchase rights, issuable upon conversion thereof (“Shares”).* The Registrants’ contractual obligation to maintain the effectiveness of the Registration Statement has expired. Accordingly, pursuant to the undertaking contained in the Registration Statement, the Registrants are filing this Post-Effective Amendment No. 1 to terminate the Registration Statement and to remove from registration all of the CODES and Shares that were registered in the Offering but remain unsold as of the date hereof, calculated to be $85,901,000 principal amount of CODES and 2,817,167 Shares issuable upon conversion thereof.
Accordingly, the Registrants are filing this Post-Effective Amendment No. 1 to deregister such CODES and Shares covered by the Registration Statement that remain unsold as of the date hereof.
*The Registration Statement was filed to add additional Apogent subsidiaries as guarantors of the CODES, and replaced the earlier resale registration statement filed with respect to the CODES and the Shares, Registration Statement on Form S-3, No. 333-75834, as amended. All of the remaining unsold securities covered by Registration No. 333-75834 were deemed deregistered upon the offset of the filing fee applicable to such unsold securities against the filing fee for the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and Rule 478(a) thereunder, this amendment to the registration statement has been signed by the agent for service named in the registration statement in the City of Portsmouth, State of New Hampshire, on October 27, 2003.
/s/ Michael K. Bresson
Michael K. Bresson
Agent for Service
