As filed with the Securities and Exchange Commission on February 17, 2015
Registration No. 333-136655
Registration No. 333-145761
Registration No. 333-149761
Registration No. 333-172119
Registration No. 333-189021
Registration No. 333-193948
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To
FORM S-8
REGISTRATION STATEMENT NO. 333-136655
FORM S-8
REGISTRATION STATEMENT NO. 333-145761
FORM S-8
REGISTRATION STATEMENT NO. 333-149761
FORM S-8
REGISTRATION STATEMENT NO. 333-172119
FORM S-8
REGISTRATION STATEMENT NO. 333-189021
FORM S-8
REGISTRATION STATEMENT NO. 333-193948
UNDER
THE SECURITIES ACT OF 1933
VOLCANO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 33-0928885 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
3721 Valley Centre Drive, Suite 500
San Diego CA 92130
(484) 321-5900
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
2000 Long Term Incentive Plan
2005 Equity Compensation Plan
2007 Employee Stock Purchase Plan
(Full Title of the Plans)
Joseph E. Innamorati
Vice President and Secretary
Auxilium Pharmaceuticals, Inc.
c/o Philips Electronics North America Corporation
3000 Minuteman Road
Andover, MA 01810
(978) 687-1501
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With a copy to:
Matthew G. Hurd
Rita-Anne O’Neill
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):
| 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 relates to the following Registration Statements filed by Volcano Corporation (the “Company”) on Form S-8 (collectively, the “Registration Statements”).
| • | Registration Statement No. 333-136655, originally filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2006, which registered the offering of an aggregate of 8,162,558 shares of the Company’s common stock, par value $0.001 per share (“Shares”); |
| • | Registration Statement No. 333-145761, originally filed with SEC on August 29, 2007, which registered the offering of an aggregate of 4,000,000 Shares; |
| • | Registration Statement No. 333-149761, originally filed with SEC on March 17, 2008, which registered the offering of an aggregate of 600,000 Shares; |
| • | Registration Statement No. 333-172119, originally filed with SEC on February 8, 2011, which registered the offering of an aggregate of 2,050,000 Shares; |
| • | Registration Statement No. 333-189021, originally filed with SEC on May 31, 2013, which registered the offering of an aggregate of 7,860,000 Shares; and |
| • | Registration Statement No. 333-193948, originally filed with SEC on February 14, 2014, which registered the offering of an aggregate of 600,000 Shares. |
The Company is filing this Post-Effective Amendment No. 1 to its Registration Statements to withdraw and remove from registration the unissued and unsold securities issuable by the Company pursuant to the above referenced Registration Statements.
On February 17, 2015, pursuant to the Agreement and Plan of Merger, dated as of December 16, 2014 (the “Merger Agreement”), among the Company, Philips Holding USA Inc., a Delaware corporation (“Parent”), and Clearwater Merger Sub, Inc., a Delaware corporation (“Purchaser”), Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements 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 removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Andover, State of Massachusetts, on this February 17, 2015.
| VOLCANO CORPORATION | ||||
| By: | /s/ Joseph E. Innamorati | |||
| Name: | Joseph E. Innamorati | |||
| Title: | Vice President and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ David A. Dripchak | President and Director | February 17, 2015 | ||
| David A. Dripchak | ||||
/s/ Paul Cavanaugh | Vice President | February 17, 2015 | ||
| Paul Cavanaugh | ||||
/s/ Joseph E. Innamorati | Vice President and Director | February 17, 2015 | ||
| Joseph E. Innamorati | ||||
