As filed with the Securities and Exchange Commission on November 21, 2007
Registration No. 333-73966
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER SECURITIES EXCHANGE ACT OF 1933
DJO INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware |
| 33-0978270 |
(State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification Number) |
1430 Decision Street
Vista, California 92081
(760) 727-1280
(Address, including zip code and telephone number, including
area code, of registrant’s principal executive offices)
Fifth Amended and Restated 1999 Stock Option Plan
dj Orthopedics, Inc. 2001 Omnibus Plan
dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan
dj Orthopedics, Inc. 2001 Non-Employee Directors’ Stock Option Plan
(Full titles of Plans)
Donald M. Roberts
Executive Vice President, General Counsel
and Secretary
DJO Incorporated
1430 Decision Street
Vista, California 92081
(760) 727-1280
(Name, address and telephone number, including area code, of agent for service)
TERMINATION OF REGISTRATION
This post-effective amendment, filed by DJO Incorporated (the “Company”), deregisters all shares of the Company’s Common Stock, $0.01 par value per share (“Common Stock”), that had been registered for issuance under the Company’s Registration Statement on Form S-8 (File No. 333-73966) (the “Registration Statement”) that remain unsold upon the termination of the sales of shares covered by the Registration Statement relating to the (i) Fifth Amended and Restated 1999 Stock Option Plan, (ii) dj Orthopedics, Inc. 2001 Omnibus Plan, (iii) dj Orthopedics, Inc. 2001 Employee Stock Purchase Plan, and (iv) dj Orthopedics, Inc. 2001 Non-Employee Directors' Stock Option Plan.
On November 20, 2007, pursuant to the Agreement and Plan of Merger, dated as of July 15, 2007, among ReAble Therapeutics Finance LLC (“Parent”), Reaction Acquisition Merger Sub, Inc. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company being the surviving entity and becoming a wholly-owned subsidiary of Parent. As a result, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in its Registration Statement to remove from registration, by means of a post-effective amendment, any shares of the Company’s Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of its Common Stock under the Registration Statement which remained unsold as of the effective time of the Merger.
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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vista, State of California, on November 21, 2007.
| DJO INCORPORATED | ||
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| By: | /s/ Donald M. Roberts |
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| Donald M. Roberts | |
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| Executive Vice President, General Counsel | |
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| and Secretary | |
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