As filed with the Securities and Exchange Commission on November , 2006 |
Registration No. 333-131966 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Intermagnetics General Corporation | Delaware | 14-1537454 | ||
Invivo Corporation | Delaware | 77-0115161 | ||
(Exact Name of Registrant | (State or Other Jurisdiction | (I.R.S. Employer Identification No.) | ||
as Specified in its Charter) | of Incorporation or Organization) |
450 Old Niskayuna Road
Latham, New York 12110
(518) 782-1122
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Michael K. Burke
Intermagnetics General Corporation
450 Old Niskayuna Road
Latham, New York 12110
(518) 782-1122
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
________________
Copies to:
Katherine M. Sheehan | Stephen P. Farrell | |
General Counsel | Morgan, Lewis & Bockius LLP | |
Intermagnetics General Corporation | 101 Park Avenue | |
450 Old Niskayuna Road | New York, New York 10178 | |
Latham, New York 12110 | (212) 309-6050 | |
(518) 782-1122 | (212) 309-6001 fax | |
(518) 783-2602 fax | ||
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, please 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. þ
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. ¨
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TERMINATION OF REGISTRATION |
This Post-Effective Amendment No. 1 relates to the automatic shelf registration statement on Form S-3 (Registration No. 333-131966) (the “Registration Statement”), filed with the Securities and Exchange Commission on February 21, 2006, pursuant to which (a) Intermagnetics General Corporation (“Intermagnetics”) registered the offering of an indeterminate amount of its (A) debt securities, (B) warrants, (C) preferred stock, (D) depositary shares, (E) purchase contracts, (F) units, and (G) common stock, par value $0.10 per share, and (b) Invivo Corporation (“Invivo” and together with Intermagnetics, the “Registrants”) registered the offering of an indeterminate amount of its guarantees of the debt securities of Intermagnetics. As of November 9, 2006, no securities have been issued by either of the Registrants under the Registration Statement.
On November 9, 2006, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 14, 2006, by and among Intermagnetics, Philips Holding USA Inc. (“Philips”), and Jumbo Acquisition Corp., Intermagnetics became a wholly-owned subsidiary of Philips. As provided in the Merger Agreement, each share of common stock, par value $0.10 per share, of Intermagnetics was converted into the right to receive $27.50 per share in cash, without interest.
The undersigned Registrants hereby remove and withdraw from registration all securities registered pursuant to the Registration Statement that remain unissued.
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SIGNATURES |
Pursuant to the requirements of the Securities Act of 1933, Intermagnetics General Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Latham, New York on November 9, 2006.
INTERMAGNETICS GENERAL CORPORATION |
By: /s/ Glenn H. Epstein |
Glenn H. Epstein |
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.
SIGNATURE | TITLE | DATE | ||||
Chairman and Chief Executive Officer | November 9, 2006 | |||||
/s/ Glenn H. Epstein | (principal executive officer) | |||||
Glenn H. Epstein | ||||||
Executive Vice President and | November 9, 2006 | |||||
/s/ Michael K. Burke | Chief Financial Officer (principal | |||||
Michael K. Burke | financial and accounting officer) | |||||
Director | November 9, 2006 | |||||
* | ||||||
John M. Albertine | ||||||
Director | November 9, 2006 | |||||
* | ||||||
Larry G. Garberding | ||||||
Director | November 9, 2006 | |||||
* | ||||||
A. Jay Graf | ||||||
Director | November 9, 2006 | |||||
* | ||||||
Michael E. Hoffman | ||||||
Director | November 9, 2006 | |||||
* | ||||||
Thomas L. Kempner | ||||||
Director | November 9, 2006 | |||||
* | ||||||
Sheldon Weinig | ||||||
*By /s/ Glenn H. Epstein | November 9, 2006 | |||||
Glenn H. Epstein | ||||||
Attorney-in-Fact |
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SIGNATURES |
Pursuant to the requirements of the Securities Act of 1933 the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Latham, New York on November 9, 2006.
INVIVO CORPORATION | ||
By: /s/ Glenn H. Epstein | ||
Glenn H. Epstein | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated.
SIGNATURE | TITLE | DATE | ||||
Chief Executive Officer and Director | November 9, 2006 | |||||
/s/ Glenn H. Epstein | ||||||
Glenn H. Epstein | ||||||
Treasurer and Director | November 9, 2006 | |||||
/s/ Michael K. Burke | ||||||
Michael K. Burke | ||||||
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