As filed with the Securities and Exchange Commission on July 14, 2010
Registration No. 333-153352
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
MEDICAL STAFFING NETWORK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 65-0865171 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 901 Yamato Road, Suite 110, Boca Raton, FL | 33431 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Medical Staffing Network Holdings, Inc. 2001 Stock Incentive Plan
(Full Title of the Plan)
Robert J. Adamson
Chairman and Chief Executive Officer
Medical Staffing Network Holdings, Inc.
901 Yamato Road, Suite 110
Boca Raton, FL 33431
(Name and Address of Agent for Service)
(561) 322-1300
(Telephone number, including area code, of agent for service)
With a copy to:
Philip B. Schwartz, Esq.
Akerman Senterfitt
One Southeast Third Avenue, 25th Floor
Miami, Florida 33131
(305) 374-5600
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 “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-153352) of Medical Staffing Network Holdings, Inc., a Delaware corporation (the “Company”). On September 5, 2008, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-8 relating to the sale of an additional 1,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”) available for purchase under the Company’s 2001 Stock Incentive Plan.
The Company intends to file a Form 15 to terminate the registration of its common stock under the Securities Exchange Act of 1934, as amended. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to withdraw from registration the securities registered but unsold thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Medical Staffing Network Holdings, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Registration Statement 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 Boca Raton, State of Florida, on July 14, 2010.
| MEDICAL STAFFING NETWORK HOLDINGS, INC. | ||
| By: | /s/ Robert J. Adamson | |
| Name: | Robert J. Adamson | |
| Title: | Chairman of the Board and Chief Executive Officer | |
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(s) | Date | ||
/s/ Robert J. Adamson | Chairman of the Board and Chief Executive Officer | July 14, 2010 | ||
| Robert J. Adamson | (Principal Executive Officer) | |||
/s/ Kevin S. Little | President and Chief Financial Officer | July 14, 2010 | ||
| Kevin S. Little | (Principal Financial Officer) | |||
/s/ Jeffrey Yesner | Chief Accounting Officer | July 14, 2010 | ||
| Jeffrey Yesner | (Principal Accounting Officer) | |||
/s/ Anne Boykin, PhD, RN | Director | July 14, 2010 | ||
| Anne Boykin, PhD, RN | ||||
/s/ Philip A. Incarnati | Director | July 14, 2010 | ||
| Philip A. Incarnati | ||||
/s/ Edward J. Robinson | Director | July 14, 2010 | ||
| Edward J. Robinson | ||||
/s/ David Wester | Director | July 14, 2010 | ||
| David Wester | ||||
/s/ C. Daryl Hollis | Director | July 14, 2010 | ||
| C. Daryl Hollis | ||||
