- Post-Effective Amendment to an S-8 filing (S-8 POS)
16 November 2010 - 10:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2010
Registration No. 333-43024
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
OSTEOTECH, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3357370
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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51 James Way
Eatontown, New Jersey 07724
(Address of principal executive offices,
including zip code)
2000 STOCK PLAN
(Full title of the plan)
Mark H. Burroughs
Executive Vice President, Chief Financial Officer
Osteotech, Inc.
51 James Way
Eatontown, New Jersey 07724
(732) 542-2800
(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.
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Large accelerated filer
o
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Accelerated filer
þ
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File
No. 333-43024) (the
Registration Statement
) of Osteotech, Inc. (the
Company
), which was filed
with the U.S. Securities and Exchange Commission (the
SEC
) on August 3, 2000. The Registration
Statement registered 1,000,000 shares of the Companys common stock, par value $0.01 per share (the
"
Common Stock
), to be offered or sold pursuant to the Companys 2000 Stock Plan (the
Plan
).
On November 16, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of
August 16, 2010, by and among the Company, Medtronic, Inc. (
Medtronic
), Medtronic Sofamor Danek,
Inc. (
MSD
) and England Merger Corporation (
Merger Sub
), Merger Sub was merged with and into the
Company with the Company continuing as the surviving corporation and wholly owned subsidiary of MSD
and wholly owned indirect subsidiary of Medtronic (the
Merger
). As a result of the Merger, the
Companys Common Stock is being delisted from The NASDAQ Stock Market LLC and deregistered under
the Securities Exchange Act of 1934, as amended, and no more shares of the Companys 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 Companys 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, 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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Eatontown, State of New Jersey, on the 16th day of November, 2010.
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OSTEOTECH, INC.
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By:
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/s/ Sam Owusu-Akyaw
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Sam Owusu-Akyaw
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities indicated on the 16th day of November, 2010.
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Signature
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Title
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/s/ Sam Owusu-Akyaw
Sam Owusu-Akyaw
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President and Chief Executive Officer
(principal executive officer) and Director
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/s/ Mark H. Burroughs
Mark H. Burroughs
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Executive Vice President and Chief Financial Officer (principal financial and accounting officer)
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/s/ Kenneth P. Fallon, III
Kenneth P. Fallon, III
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Chairman of the Board of Directors
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/s/ Stephen S. Galliker
Stephen S. Galliker
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Director
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/s/ Cato T. Laurencin
Cato T. Laurencin
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Director
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/s/ Robert J. Palmisano
Robert J. Palmisano
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Director
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/s/ James M. Shannon
James M. Shannon
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Director
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