Post-effective Amendment to an S-8 Filing (s-8 Pos)
21 August 2017 - 10:20PM
Edgar (US Regulatory)
Registration
No. 333-22333
Registration
No. 333-73316
Registration
No. 333-73314
Registration
No. 333-120130
Registration
No. 333-147654
Registration
No. 333-161046
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-22333
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-73316
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-73314
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-120130
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-147654
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8
REGISTRATION STATEMENT NO.
333-161046
UNDER
THE SECURITIES ACT OF 1933
Alliance
HealthCare Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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33-0239910
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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18201 Von Karman Avenue, Suite 600
Irvine, CA 92612
(Address
of Principal Executive Offices including Zip Code)
Registrants telephone number, including area code: (949)
242-5300
1991 Amended
and Restated Stock Option Plan
Long Term Executive Incentive Plan
1999 Equity Plan for Employees and Directors of Alliance HealthCare Services, Inc. and Subsidiaries
Alliance Imaging, Inc. Directors Deferred Compensation Plan
The Three Rivers Holding Corp. 1997 Stock Option Plan
The Alliance Imaging, Inc. 1997 Stock Option Plan
(Full title of the plans)
Richard W. Johns
Chief
Operating Officer and Chief Legal Officer
Alliance HealthCare Services, Inc.
18201 Von Karman Avenue, Suite 600
Irvine, CA 92612
(949)
242-5300
Copy To:
Charles K. Ruck
Joshua M. Dubofsky
Latham & Watkins LLP
650 Town Center Drive, 20
th
Floor
Costa Mesa, California 92626
(714)
540-1235
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 definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2
of the Exchange Act. Check one:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒ (do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these
Post-Effective Amendments
) relate to the following registration statements of Alliance
HealthCare Services, Inc. (
Alliance
) filed with the Securities and Exchange Commission on Form
S-8
(the
Registration Statements
):
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Registration
No. 333-22333
for the sale of 1,250,000 shares of the common stock of Alliance, par value $0.01 per share (the
Common Stock
) under the
1991 Amended and Restated Stock Option Plan and the Long Term Executive Incentive Plan.
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Registration
No. 333-73316
for the sale of 6,325,000 shares of Common Stock under the 1999 Equity Plan for Employees of Alliance Imaging, Inc. and Subsidiaries, as amended
and restated (currently known as the 1999 Equity Plan for Employees and Directors of Alliance HealthCare Services, Inc. and Subsidiaries) (the
1999 Plan
).
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Registration
No. 333-73314
for the sale of 90,000 shares of Common Stock under the Alliance Imaging, Inc. Directors Deferred Compensation Plan.
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Registration
No. 333-120130
for the sale of 486,160 shares of Common Stock under The Three Rivers Holding Corp. 1997 Stock Option Plan and The Alliance Imaging, Inc. 1997
Stock Option Plan.
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Registration
No. 333-147654
for the sale of 1,700,000 shares of Common Stock under the 1999 Plan.
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Registration
No. 333-161046
for the sale of 3,000,000 shares of Common Stock under the 1999 Plan.
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On August 21, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 10, 2017, by and among Alliance, Tahoe Investment
Group Co., Ltd., an entity organized under the laws of the Peoples Republic of China (
Tahoe
), THAIHOT Investment Company Limited, an exempted company incorporated under the laws of the Cayman Islands and indirect
wholly owned subsidiary of Tahoe, THAIHOT Investment Company US Limited, a Delaware corporation and indirect wholly owned subsidiary of Tahoe (
Parent
), and Alliance Healthcare Services Merger Sub Limited, a Delaware
corporation and wholly owned subsidiary of Parent (
Sub
), Sub merged with and into Alliance, and Alliance became a wholly owned subsidiary of Parent (the
Merger
). As a result of the Merger, any
offering pursuant to the Registration Statements has been terminated and Alliance hereby terminates the effectiveness of the Registration Statements. In accordance with an undertaking made by Alliance in the Registration Statements to remove from
registration, by means of a post-effective amendment, any of the securities registered under each Registration Statement that remain unsold at the termination of the offerings, Alliance hereby removes from registration the securities registered but
unsold under the Registration Statements, if any.
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 on Form
S-8
to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Irvine, State of California, on this 21
st
day of August 2017.
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ALLIANCE HEALTHCARE SERVICES, INC.
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By:
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/s/ Percy C. Tomlinson
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Percy C. Tomlinson
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President and Chief Executive Officer
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