As filed with the Securities and Exchange Commission on February 14, 2012
Registration No. 333-14137
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
SYNOVIS LIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1526554 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2575 University Ave. W.
St. Paul, Minnesota 55114
(Address of principal executive offices,
including zip code)
BIO-VASCULAR EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Brett A. Reynolds
Vice President of Finance, Chief Financial Officer and Corporate Secretary
2575 University Avenue W.
St. Paul, Minnesota 55114
(651) 796-7300
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Timothy S. Hearn
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
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 | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-14137) (the “Registration Statement”) of Synovis Life Technologies, Inc. (the “Company”) that was filed with the U.S. Securities and Exchange Commission on October 15, 1996. The Registration Statement registered 300,000 shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), to be offered or sold pursuant to the Company’s Employee Stock Purchase Plan (the “Plan”).
On February 14, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 12, 2011, by and among the Company, Baxter Holding Services Company (as assignee of Baxter International Inc. (“Baxter”)) and Twins Merger Sub, Inc. (“Merger Sub”), Merger Sub was merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned indirect subsidiary of Baxter (the “Merger”). As a result of the Merger, the Company Common Stock is being delisted from the Nasdaq Stock Market and deregistered under the Securities Exchange Act of 1934, and no additional shares of the Company Common Stock will be issued under the Plan.
In accordance with the undertaking of the Company set forth in the Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all shares of the Company Common Stock that were registered pursuant to the Registration Statement that remain unissued as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Paul, State of Minnesota, on the 14th day of February, 2012.
| SYNOVIS LIFE TECHNOLOGIES, INC. | ||
| By: | /s/ Brett A. Reynolds | |
Brett A. Reynolds Vice President of Finance, Chief Financial Officer and Corporate Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 14th day of February, 2012.
| Signature | Title | |
* Richard W. Kramp | President and Chief Executive Officer (principal executive officer) and Director | |
/s/ Brett A. Reynolds Brett A. Reynolds | Vice President of Finance, Chief Financial Officer and Corporate Secretary (principal financial and accounting officer) | |
* John D. Seaberg | Chairman, Board of Directors | |
* William G. Kobi | Director | |
* Karen Gilles Larson | Director | |
* Mark F. Palma | Director | |
* Richard W. Perkins | Director | |
* Timothy M. Scanlan | Director | |
* Sven A. Wehrwein | Director | |
* By: | /s/ Brett A. Reynolds Brett A. Reynolds Attorney-in-Fact |
EXHIBIT INDEX
Exhibit | Description | |
| 24.1 | Power of Attorney | |
