As
filed with the Securities and Exchange Commission on March 30, 2009
Registration No. 333-
145317
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
________________________
PHARMANET
DEVELOPMENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
|
(State
or other jurisdiction
of
incorporation)
|
|
|
(I.R.S.
Employer
Identification
No.)
|
5
04 Carnegie
Center
,
Princeton, NJ
08540
(609) 951-6800
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Steven
J. Daniels, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Rodney Square
P.O.
Box 636
Wilmington,
Delaware 19899
Tel:
302-651-3000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
This
post−effective amendment deregisters those securities that remain unsold
hereunder as of the effective date hereof.
(Approximate
date of commencement of proposed sale to the public)
If
the only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
o
If
any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
o
If
this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
__________
If
this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If
this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.
o
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. (Check one):
Large
accelerated filer
¨
Accelerated filer
x
Non-accelerated filer
¨
Smaller reporting company
¨
(Do not check if a
smaller reporting company)
DEREGISTRATION
OF SECURITIES
PharmaNet Development Group, Inc.
(formerly known as SFBC International, Inc.) (the “
Company
”) is filing
this Post-Effective Amendment No. 1 to the registration statement on Form
S-3, Registration No. 333-145317, filed on August 10, 2007 (as amended, the
“
Registration
Statement
”), pertaining to the Company's shelf registration of
$300,000,000 of debt securities, warrants, preferred stock (including preferred
stock that may be represented by depositary shares), common stock, and/or
purchase contracts, separately or together in one or more combinations, as well
as units comprised of one or more of these types of securities (collectively,
the “
Registered
Securities
”).
On
March 30, 2009, pursuant to an Agreement and Plan of Merger dated as of
February 3, 2009, by and among the Company, JLL PharmaNet Holdings, LLC
(“
Parent
”) and
PDGI Acquisition Corp., a wholly owned subsidiary of Parent (“
Acquisition
”),
Acquisition merged with and into the Company, with the Company being the
surviving entity and becoming a direct, wholly owned subsidiary of PDGI Holdco,
Inc. The Company intends to file a certification and notice of termination on
Form 15 with respect to the Registered Securities, as applicable.
In accordance with an undertaking of
the Company contained in the Registration Statement, as required by Item
512(a)(3) of Regulation S-K, to remove from registration, by means of a
post-effective amendment, any of the securities that remain unsold at the
termination of the offering, this Post−Effective Amendment No. 1 hereby removes
from registration the securities of the Company that are registered but unsold
under the Registration Statement and terminates the effectiveness of 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-3 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 Princeton, state of New
Jersey, on the 30
th
day of
March, 2009.
|
PHARMANET
DEVELOPMENT GROUP, INC.
|
|
|
|
By:
|
/s/
John
P. Hamill
|
|
|
Name:
John P. Hamill
Title:
Chief Financial Officer
Date:
March 30, 2009
|
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Jeffrey P. McMullen
Jeffrey
P. McMullen
|
|
President
and Chief Executive Officer, Director
(Principal
Executive Officer)
|
|
March
30, 2009
|
|
|
|
|
|
/s/
John
P. Hamill
John
P. Hamill
|
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|
March
30, 2009
|
|
|
|
|
|
/s/ PAUL S.
LEVY
Paul
S. Levy
|
|
Director
|
|
March
30, 2009
|
|
|
|
|
|
/s/
RAMSEY A. FRANK
Ramsey
A. Frank
|
|
Director
|
|
March
30, 2009
|
|
|
|
|
|
/s/
THOMAS S. TAYLOR
Thomas
S. Taylor
|
|
Director
|
|
March
30, 2009
|
|
|
|
|
|
/s/
PETER M. STROTHMAN
Peter
M. Strothman
|
|
Director
|
|
March
30, 2009
|
4
Pharmanet Development Grp (MM) (NASDAQ:PDGI)
Historical Stock Chart
Von Aug 2024 bis Sep 2024
Pharmanet Development Grp (MM) (NASDAQ:PDGI)
Historical Stock Chart
Von Sep 2023 bis Sep 2024