UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-136906
UNDER THE SECURITIES ACT OF 1933
ev3 Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 32-0138874 | |
| (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
c/o Covidien
15 Hampshire Street
Mansfield, Massachusetts 02048
(Address of Principal Executive Offices)
ev3 Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
John H. Masterson
Senior Vice President and General Counsel
Covidien
15 Hampshire Street
Mansfield, Massachusetts 02048
(508) 261-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Paul Kinsella
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (this “Post Effective Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-136906) (the “Registration Statement”) of ev3 Inc. (the “Registrant”), pertaining to the registration of an aggregate of 750,000 shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), issuable under the Registrant’s ev3 Inc. Employee Stock Purchase Plan, which was filed with the Securities and Exchange Commission on August 25, 2006.
Pursuant to an Agreement and Plan of Merger dated as of June 1, 2010 among Covidien Group S.a.r.l., a Luxembourg Company, (“Parent”), COV Delaware Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation, on July 12, 2010.
In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement 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 Registrant hereby removes from registration all Shares registered under the Registration Statement but sold under the Registration Statement.
SIGNATURE
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, Commonwealth of Massachusetts, on July 14, 2010.
| ev3 Inc. | ||
| By: | /s/ JOHN W. KAPPLES | |
| Name: | John W. Kapples | |
| Title: | Vice President & Secretary, Director | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on July 14, 2010.
SIGNATURE | TITLE | |
/s/ RICHARD J. MEELIA | Richard J. Meelia | |
| President (Principal Executive Officer) | ||
/s/ CHARLES J. DOCKENDORFF | Charles J. Dockendorff | |
| Vice President (Principal Financial Officer) | ||
/s/ RICHARD G. BROWN | Richard G. Brown | |
| Vice President (Principal Accounting Officer) | ||
/s/ KEVIN G. DASILVA | Kevin G. DaSilva | |
| Vice President & Treasurer, Director | ||
/s/ MATTHEW J. NICOLELLA | Matthew J. Nicolella | |
| Vice President & Assistant Secretary, Director | ||