As filed with the Securities and Exchange Commission on November 12, 2012
Registration No. 333-07591
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
___________________
MEDIWARE INFORMATION SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
___________________
| New York | | 11-2209324 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
11711 West 79th Street
Lenexa, Kansas 66214
(Address, including Zip Code, of Principal Executive Offices)
___________________
STOCK OPTION PLAN OF 1982
EQUITY INCENTIVE PLAN
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
___________________
| | with copies to: |
| Robert C. Weber | Alexander Lourie |
Senior Vice President, Chief Legal Officer, General Counsel and Secretary | William E. Turner II |
| Mediware Information Systems, Inc. | Barack Ferrazzano Kirschbaum & Nagelberg LLP |
| 1900 Spring Road, Suite 450 | 200 West Madison Street Suite 3900 |
| Oak Brook, Illinois 60523 | Chicago, Illinois 60606 |
| (630) 218-2700 | (312) 984-3100 |
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
___________________
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 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (Registration No. 333-07591) filed by Mediware Information Systems, Inc. (the “Registrant”) on July 3, 1996 (the “Registration Statement”) to register 1,200,000 shares of the Registrant’s common stock, $0.10 par value per share (the “Common Stock”), for issuance under the Stock Option Plan of 1982, the Equity Incentive Plan and the Stock Option Plan For Non-Employee Directors.
On November 9, 2012, pursuant to the Agreement and Plan of Merger, dated as of September 11, 2012 (the “Merger Agreement”), among the Registrant, Project Ruby Parent Corp. (“Parent”) and Project Ruby Merger Corp. (“Merger Sub”), Merger Sub merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Parent (the “Merger”). Upon consummation of the Merger, each outstanding share of the Common Stock (other than shares held in our treasury and shares owned by the Registrant’s wholly-owned subsidiaries, Parent, Merger Sub or any subsidiary of Parent), were converted into the right to receive $22.00 in cash, without interest and less applicable withholding taxes. In connection with the Merger, the Registrant has terminated the offering of Common Stock pursuant to this Registration Statement. Accordingly, pursuant to an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statement which remain unsold as of the filing of this Post-Effective Amendment No. 1 to the Registration Statement.
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 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lenexa, State of Kansas, on the 12th day of November, 2012.
| | MEDIWARE INFORMATION SYSTEMS, INC. By: /s/ T. Kelly Mann T. Kelly Mann President and Chief Executive Officer |
