As filed with the Securities and Exchange Commission on March 15, 2010
Registration No. 2-88741
33-20339
33-30742
33-35386
33-55640
33-78522
33-78524
333-39558
333-61267
333-79809
333-104888
333-125149
333-158626
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 5 to Form S–8 Registration Statement No. 2-88741
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-20339
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-30742
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-35386
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-55640
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-78522
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 33-78524
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-39558
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-61267
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-79809
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-104888
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-125149
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-158626
UNDER
THE SECURITIES ACT OF 1933
CHATTEM, INC.
(Exact name of registrant as specified in its charter)
| Tennessee | 62-0156300 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
1715 West 38th Street
Chattanooga, Tennessee 37409
(Address of Principal Executive Offices)
Chattem, Inc. Employee Stock Purchase Plan – 1983
Chattem, Inc. 1988 Non-Statutory Stock Option Plan
Chattem, Inc. Employee Stock Ownership Plan
Chattem, Inc. Savings and Investment Plan
Chattem, Inc. 1993 Non-Statutory Stock Option Plan
Chattem, Inc. Non-Statutory Stock Option Plan for Non-Employee Directors
Chattem, Inc. 1994 Non-Statutory Stock Option Plan
Chattem, Inc. 2000 Non-Statutory Stock Option Plan
Chattem, Inc. 1998 Non-Statutory Stock Option Plan
Chattem, Inc. 1999 Stock Plan for Non-Employee Directors
Chattem, Inc. Stock Incentive Plan—2003
Chattem, Inc. Stock Incentive Plan – 2005
Chattem, Inc. 2009 Equity Incentive Plan
(Full Title of the Plan)
Theodore K. Whitfield, Jr.
Vice President, General Counsel and Secretary
Chattem, Inc.
1715 West 38th Street
Chattanooga, Tennessee 37409
(423) 821-4571
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Copy to:
Michael J. Aiello, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
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 | þ | Accelerated filer | ¨ | ||||||||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (each, a “Post-Effective Amendment,” and collectively, the “Post-Effective Amendments”), filed by Chattem, Inc., a Tennessee corporation (the “Company”), remove from registration all shares of common stock, without par value (the “Common Stock”), of the Company and all participations (the “Participations” ), registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of shares of Common Stock offered under certain employee benefit and equity plans and agreements (the “Plans”).
Registration | Date Filed With | Name of Equity Plan or Agreement | Shares | ||||
2-88741 | Jan. 3, 1984 | Chattem, Inc. Employee Stock Purchase Plan – 1983 | 50,000 | ||||
33-20339 | Feb. 23, 1988 | Chattem, Inc. 1988 Non-Statutory Stock Option Plan | 125,000 | ||||
33-30742 | Aug. 24, 1989 | Chattem, Inc. Employee Stock Ownership Plan | $ | 120,000 2,820,000 in | |||
33-35386 | April 9, 1990 | Chattem, Inc. Savings and Investment Plan | $ | 3,131,000 in Participations | |||
33-55640 | Dec. 10, 1992 | Chattem, Inc. 1993 Non-Statutory Stock Option Plan | 350,000 | ||||
33-78522 | May 4, 1994 | Chattem, Inc. Non-Statutory Stock Option Plan for Non-Employee Directors | 80,000 | ||||
33-78524 | May 4, 1994 | Chattem, Inc. 1994 Non-Statutory Stock Option Plan | 350,000 | ||||
333-39558 | June 19, 2000 | Chattem, Inc. 2000 Non-Statutory Stock Option Plan | 750,000 | ||||
333-61267 | Aug. 12, 1998 | Chattem, Inc. 1998 Non-Statutory Stock Option Plan | 700,000 | ||||
333-79809 | June 2, 1999 | Chattem, Inc. 1999 Stock Plan for Non-Employee Directors | 100,000 | ||||
333-104888 | May 1, 2003 | Chattem, Inc. Stock Incentive Plan – 2003 | 1,500,000 | ||||
333-125149 | May 23, 2005 | Chattem, Inc. Stock Incentive Plan – 2005 | 1,500,000 | ||||
333-158626 | Apr. 17, 2009 | Chattem, Inc. 2009 Equity Incentive Plan | 1,750,000 | ||||
On December 20, 2009, the Company entered into an Agreement and Plan of Merger with sanofi-aventis, a Frenchsociété anonyme (“Parent”), and River Acquisition Corp., a Tennessee corporation (the “Purchaser”) and an indirect wholly-owned subsidiary of Parent, providing for, among other things, the merger of the Purchaser with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Parent. The Merger became effective at 8:16 a.m., Central Time, on March 10, 2010 (the “Effective Time”), pursuant to the Articles of Merger filed with the Secretary of State of the State of Tennessee.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger was cancelled and (other than shares held by (i) the Company, Parent or any subsidiary of Parent, including the Purchaser, which shares were cancelled without any conversion, or (ii) any subsidiary of the Company, which shares will remain outstanding) converted into the right to receive $93.50 per share in cash, without interest thereon and less any required withholding taxes.
The Company has terminated the Plans and all offerings of its securities pursuant to its existing registration statements, including 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 securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date of these Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chattanooga, State of Tennessee, on this 15th day of March, 2010.
| CHATTEM, INC. | ||||
| By: | /s/ ZAN GUERRY | |||
| Name: | Zan Guerry | |||
| Title: | Chief Executive Officer | |||
Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8 have been signed by the following persons on this 15th day of March, 2010 in the capacities indicated.
Signature | Title | |
/s/ ZAN GUERRY Zan Guerry | Chief Executive Officer (Principal Executive Officer) | |
/s/ ROBERT B. LONG Robert B. Long | Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
/s/ GREGORY IRACE Gregory Irace | Director | |
/s/ WAYNE PISANO Wayne Pisano | Director | |
