As filed with the Securities and Exchange Commission on November 24, 2014
Registration No. 333-194846
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
LIPOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 56-1879288 | |
(State or other jurisdiction of incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 2500 Sumner Boulevard Raleigh, NC | 27616 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
LipoScience, Inc. 2012 Equity Incentive Plan
(Full title of the plan)
F. Samuel Eberts III
President and Secretary
LipoScience, Inc.
c/o Laboratory Corporation of America Holdings
358 South Main Street
Burlington, NC 27215
(Name and address of Agent for service)
(336) 229-1127
(Telephone number, including area code, of agent for service)
Copies to:
Michael J. Silver
John H. Booher
G. Allen Hicks
Hogan Lovells US LLP
875 Third Avenue
New York, NY 10022
(212) 918-3000
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 definition of “large 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 | þ (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (333-194846), filed with the Securities and Exchange Commission on March 28, 2014 (the “Registration Statement”) by LipoScience, Inc., a Delaware corporation (the “Company”), relating to 531,610 shares reserved for issuance pursuant to the Company’s 2012 Equity Incentive Plan.
On November 20, 2014, pursuant to an Agreement and Plan of Merger, dated September 24, 2014, by and among the Company, Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and Bear Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of LabCorp (“Purchaser”), Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of LabCorp.
As a result of the Merger, the Company terminated the plan set forth above, the offering pursuant to the Registration Statement has been terminated and the Company ceased to be an independent, publicly traded company. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, state of North Carolina, on November 24, 2014.
| LIPOSCIENCE, INC. | ||
| By: | /s/ F. Samuel Eberts III | |
| Name: F. Samuel Eberts III | ||
| Title: President and Secretary | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
F. Samuel Eberts III and Glenn A. Eisenberg, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer) to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
/s/ F. Samuel Eberts III | President, Secretary and Director | November 24, 2014 | ||
| F. Samuel Eberts III | (Principal Executive Officer) | |||
/s/ Glenn A. Eisenberg | Executive Vice President, Treasurer and Director | November 24, 2014 | ||
| Glenn A. Eisenberg | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Sandra D. van der Vaart | Assistant Secretary | November 24, 2014 | ||
| Sandra D. van der Vaart | ||||
