As filed with the Securities and Exchange Commission on June 25, 2015
Registration No. 333-195238
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LVB ACQUISITION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-0499682 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
345 East Main Street
Warsaw, Indiana 46580
Telephone: (574) 371-8307
(Address, including zip code, and telephone number, including area code, of Registrant’s Principal Executive Offices)
LVB ACQUISITION, INC. 2007 MANAGEMENT EQUITY INCENTIVE PLAN
LVB ACQUISITION, INC. 2012 RESTRICTED STOCK UNIT PLAN
(Full Title of the Plan)
Chad F. Phipps
Senior Vice President and Secretary
LVB Acquisition, Inc.
345 East Main Street
Warsaw, Indiana 46580
Telephone: (574) 371-8307
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
copy to:
Morton A. Pierce
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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 | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the “Registration Statement”) of LVB Acquisition, Inc. (the “Company”):
Registration No. 333-195238, which was filed with the Securities and Exchange Commission on April 11, 2014, covering the registration of 52,520,000 shares of common stock, par value $0.01 per share, of the Company issuable under the LVB Acquisition, Inc. 2007 Management Equity Incentive Plan and under the LVB Acquisition, Inc. 2012 Restricted Stock Unit Plan.
On June 24, 2015, pursuant to an Agreement and Plan of Merger, dated as of April 24, 2014, by and among Zimmer Holdings, Inc., a Delaware corporation (“Zimmer”), Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Zimmer (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as an indirect wholly owned subsidiary of Zimmer.
As a result of the Merger, any offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.
2
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 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warsaw, State of Indiana on the 25th day of June, 2015.
| LVB ACQUISITION, INC. | ||||
| By: | /s/ Chad F. Phipps | |||
| Name: | Chad F. Phipps | |||
| Title: | Senior Vice President and Secretary | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment to Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on the dates indicated.
Signature | Title | Date | ||
/s/ Daniel P. Florin Daniel P. Florin | President and Director | June 25, 2015 | ||
/s/ Tony W. Collins Tony W. Collins | Vice President and Controller | June 25, 2015 | ||
/s/ Chad F. Phipps Chad F. Phipps | Director | June 25, 2015 | ||
3
