As filed with the Securities and Exchange Commission on April 11, 2012
Registration No. 333-175784
Registration No. 333-143256
Registration No. 333-127664
Registration No. 333-107936
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-175784
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-143256
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-127664
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-107936
MEDCO HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 22-3461740 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Express Way, St. Louis, MO 63121
(Address, including zip code, of registrant’s principal executive offices)
Medco Health Solutions, Inc. 2002 Stock Incentive Plan
Medco Health Solutions, Inc. 2007 Employee Stock Purchase Plan
Accredo Health, Incorporated Amended and Restated Stock Option and Restricted Stock Purchase Plan
Accredo Health, Incorporated 1999 Long-Term Incentive Plan
Accredo Health, Incorporated 2002 Long-Term Incentive Plan
Medco Health Solutions, Inc. 2003 Employee Stock Purchase Plan
Medco Health Solutions, Inc. 401(k) Savings Plan
(Full title of the Plan)
Keith J. Ebling, Esq.
Vice President and Counsel
c/o Express Scripts Holding Company
One Express Way
St. Louis, Missouri 63121
(314) 996-0900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Deregistration of Securities
This Post-Effective Amendment to Form S-8 (this “Amendment”) relates to the following Registration Statements of Medco Health Solutions, Inc., a Delaware corporation (the “Registrant”) on Form S-8 (collectively, the “Registration Statements”):
| • | Registration Statement No. 333-175784, filed with the Securities and Exchange Commission July 26, 2011, registering the offer and sale of 17,400,000 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”) and an indeterminate number of additional shares that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions, issuable pursuant to the 2002 Stock Incentive Plan; |
| • | Registration Statement No. 333-143256, filed with the Securities and Exchange Commission May 25, 2007, as amended December 12, 2007, registering the offer and sale of 3,100,000 shares of Common Stock and an indeterminate number of additional shares that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions, issuable pursuant to the 2007 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-127664, filed with the Securities and Exchange Commission August 18, 2005, registering the offer and sale of 6,508,908 shares of Common Stock and an indeterminate number of additional shares that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions consisting of 125,359 shares of Common Stock issuable pursuant to the Accredo Health, Incorporated Amended and Restated Stock Option and Restricted Stock Purchase Plan, as amended; 671,854 shares of Common Stock issuable pursuant to the Accredo Health, Incorporated 1999 Long-Term Incentive Plan, as amended; and 5,711,695 shares of Common Stock issuable pursuant to the Accredo Health, Incorporated 2002 Long-Term Incentive Plan, as amended; and |
| • | Registration Statement No. 333-107936, filed with the Securities and Exchange Commission August 13, 2003, registering the offer and sale of 54,750,000 shares of Common Stock and an indeterminate number of additional shares that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions, consisting of 750,000 shares of Common Stock issuable pursuant to the 2003 Employee Stock Purchase Plan and 54,000,000 shares of Common Stock issuable pursuant to the 2002 Stock Incentive Plan and an indeterminate amount of interests that may be offered or sold pursuant to the Medco Health Solutions, Inc. 401(k) Savings Plan. |
On April 2, 2012, pursuant to an Agreement and Plan of Merger, dated as of July 20, 2011, as amended on November 7, 2011 (the “Merger Agreement”), by and among Express Scripts, Inc., the Registrant, Express Scripts Holding Company (formerly known as Aristotle Holding, Inc.), Aristotle Merger Sub, Inc. and Plato Merger Sub, Inc., Plato Merger Sub, Inc. merged with and into the Registrant (the “Merger”), with the Registrant surviving as a wholly-owned subsidiary of Express Scripts Holding Company. In connection with the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to the Registration Statements.
This Amendment to the Registration Statements is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statements that remain unsold.
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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on this 11th day of April 2012.
| MEDCO HEALTH SOLUTIONS, INC. | ||||
| By: | /s/ Jeffrey Hall | |||
| Name: Jeffrey Hall | ||||
| Title: President and Treasurer | ||||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed by the following persons in the capacities and on the dated indicated.
| Name | Title | Date | ||
/s/ Jeffrey Hall | President and Treasurer (Principal Executive, Financial and Accounting Officer) | April 11, 2012 | ||
| Jeffrey Hall | ||||
/s/ Jeffrey Hall | Director | April 11, 2012 | ||
| Jeffrey Hall | ||||
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on this 11th day of April 2012.
| MEDCO HEALTH SOLUTIONS, INC. | ||||
| 401(K) SAVINGS PLAN | ||||
| By: | /s/ Jeffrey Hall | |||
| Name: Jeffrey Hall | ||||
| Title: President and Treasurer | ||||
