As filed with the Securities and Exchange Commission on July 26, 2004
Registration No. 333-92176
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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
MEDSOURCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-2094496
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55305
(Address of Principal Executive Offices) (Zip Code)
1999 Stock Plan
1998 Act Medical Stock Plan
2001 Employee Stock Purchase Plan
(Full title of the plans)
Stewart A. Fisher
Chief Financial Officer, Vice President, Treasurer and Secretary
c/o UTI Corporation
200 West 7th Avenue
Collegeville, Pennsylvania 19426
(Name and address of agent for service)
(610) 489-0300
(Telephone number, including area code, of agent for service)
Copies to:
Christopher J. Walsh, Esq.
Hogan & Hartson L.L.P.
One Tabor Center, Suite 1500
1200 Seventeenth Street
Denver, Colorado 80202
(303) 899-7300
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 Registration Statement
relates to the Registration Statement on Form S-8 (File No. 333-92176) (the
"Registration Statement") of MedSource Technologies, Inc. (the "Company")
pertaining to 5,119,961 shares of the Company's common stock, par value $0.01
per share ("Common Stock"), which was filed with the Securities and Exchange
Commission and became effective on July 10, 2002. The Registration Statement
registered 4,409,292 shares of Common Stock for sale pursuant to the Company's
1999 Stock Plan (the "1999 Plan"), 210,669 shares of Common Stock for sale
pursuant to the Company's 1998 ACT Medical Stock Plan (the "Act Plan") and
500,000 shares of Common Stock for sale pursuant to the Company's 2001 Employee
Stock Purchase Plan (the "ESPP" and, collectively with the 1999 Plan and the Act
Plan, the "Plans").
On June 28, 2004, the stockholders of the Company approved and adopted
an Agreement and Plan of Merger, dated as of April 27, 2004 (the "Merger
Agreement"), by and among the Company, Medical Device Manufacturing, Inc.
("MDMI") and Pine Merger Corporation ("Pine"), pursuant to which Pine would be
merged with and into the Company (the "Merger") with the Company surviving the
Merger as a wholly owned subsidiary of MDMI upon the filing of a Certificate of
Merger with the Secretary of State of the State of Delaware. The Certificate of
Merger was filed with the Secretary of State of the State of Delaware, and the
Merger became effective on June 30, 2004 (the "Effective Time"). Pursuant to
the Merger Agreement, the Plans and all outstanding options under Plans were
terminated at the Effective Time.
As a result of the Merger and the termination of the Plans, the
offering pursuant to the Registration Statement has been terminated. In
accordance with an undertaking made by the Company in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities registered under the Registration Statement that 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.
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 No. 1 to Form S-8 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on this 26 day of July, 2004.
MEDSOURCE TECHNOLOGIES, INC.
By: /s/ Stewart A. Fisher
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Stewart A. Fisher
Chief Financial Officer,
Vice President, Treasurer and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been
signed on July 26, 2004 by the following persons in the capacities indicated.
SIGNATURE TITLE
/s/ Ron Sparks President, Chief Executive Officer
- ------------------------------- and Director
Ron Sparks (Principal Executive Officer)
/s/ Stewart A. Fisher Chief Financial Officer,
- ------------------------------- Vice President, Treasurer and
Stewart A. Fisher Secretary (Principal Financial and
Accounting Officer)
/s/ Bruce L. Rogers Director
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Bruce L. Rogers
/s/ Steven D. Neumann Director
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Steven D. Neumann