As filed with the Securities and Exchange Commission on February 28, 2018
RegistrationNo. 333-220620
RegistrationNo. 333-209905
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORMS-3
REGISTRATION STATEMENT
(REG.NO. 333-220620)
FORMS-3
REGISTRATION STATEMENT
(REG.NO. 333-209905)
UNDER
THE SECURITIES ACT OF 1933
ENTELLUS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-4627978 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3600 Holly Lane North, Suite 40
Plymouth, Minnesota 55447
(Address of principal executive offices) (Zip code)
Spencer Stiles
President
Entellus Medical, Inc.
2825 Airview Boulevard
Kalamazoo, Michigan 49002
(269)385-2600
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | (Do not check if a smaller reporting company) ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on FormS-3 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Entellus Medical, Inc., a Delaware corporation (the “Registrant”):
| • | Registration Statement on FormS-3 (No.333-220620), filed with the SEC on September 25, 2017, pertaining to the registration of 10,226,165 shares of the Registrant’s common stock. |
| • | Registration Statement on FormS-3 (No.333-209905), filed with the SEC on March 3, 2016, pertaining to the “shelf” registration of 3,000,000 shares of the Registrant’s common stock. |
The Registrant is filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above-referenced Registration Statements.
On February 28, 2018, pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”) dated December 7, 2017 by and among Stryker Corporation, a Michigan corporation (“Stryker”), Explorer Merger Sub Corp., a Delaware corporation and a direct or indirect wholly owned subsidiary of Stryker (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the “Merger”).
As a result of the Merger, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-3 and has duly caused these Post-Effective Amendments to the Registration Statements on FormS-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kalamazoo in the State of Michigan on the 28th of February, 2018.
| ENTELLUS MEDICAL, INC. | ||
| By: | /s/ Spencer Stiles | |
| Spencer Stiles | ||
| President | ||
Note: No other person is required to sign these Post-Effective Amendments to the Registration Statements, in reliance upon Rule 478 under the Securities Act of 1933, as amended.
