As filed with the Securities and Exchange Commission on September 1, 2017
Registration No. 333-181836
Registration No. 333-204136
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-181836
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-204136
UNDER
THE SECURITIES ACT OF 1933
Novadaq Technologies Inc.
(Exact Name of Registrant as Specified in Its Charter)
Ontario |
| N/A |
(State or other jurisdiction of |
| (IRS Employer |
5090 Explorer Drive |
| L4W 4LS |
(Address of Principal Executive Offices) |
| (Zip Code) |
Novadaq Technologies Inc. Second Amended and Restated Stock Option Plan
Novadaq Technologies Inc. Long Term Incentive Plan
(Full Title of the Plan)
C T Corporation
111 Eighth Avenue
13th Floor
New York, New York 10011
(Name and address of agent for service)
(215) 399-9444
(Telephone number, including area code, of agent for service)
With a copy to:
Jeffrey Singer |
| David S. Rosenthal, Esq. |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | x | Accelerated filer | o |
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Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
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| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Novadaq Technologies Inc. (the “Company”), filed by the Company with the Securities and Exchange Commission (the “SEC”):
· Registration Statement No. 333-181836, registering the issuance of 3,982,765 Common Shares, no par value per share, of the Company under the Novadaq Technologies Inc. Second Amended and Restated Stock Option Plan, filed with the SEC on June 1, 2012.
· Registration Statement No. 333-204136, registering the issuance of 10,000,000 Common Shares, no par value per share, of the Company under the Novadaq Technologies Inc. Long Term Incentive Plan, filed with the SEC on May 13, 2015.
On September 1, 2017, pursuant to the Arrangement Agreement, dated June 16, 2017, by and among Stryker Corporation, a Michigan corporation (“Stryker”), Stryker Canada Operations ULC, a British Columbia unlimited liability company, and the Company, Stryker purchased all of the issued and outstanding shares of the Company (the “Acquisition”).
As a result of the Acquisition, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Mississauga, Province of Ontario, Canada, on this 1st day of September 2017.
| NOVADAQ TECHNOLOGIES INC | |
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| By: | /s/ Rick Mangat |
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| Rick Mangat |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
