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As filed with the Securities
and Exchange Commission on April 9, 2009
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File No. 333-124999 |
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
(Exact name of registrant as specified in its charter)
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Delaware
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63-1240138 |
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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1200 Corporate Drive, Suite 200
Birmingham, Alabama
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35242 |
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(Address of Principal Executive Offices)
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(Zip Code) |
EMAGEON INC. 2005 EQUITY INCENTIVE PLAN
EMAGEON INC. 2005 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
EMAGEON INC. 2000 EQUITY COMPENSATION PLAN
IMAGEON SOLUTIONS, INC. 2000 EQUITY INCENTIVE PLAN
ULTRAVISUAL MEDICAL SYSTEMS CORPORATION 2000 STOCK OPTION PLAN
(Full title of the plan)
Stephen N. Kahane, M.D., M.S.
President and Chief Executive Officer
20 Guest Street
Boston, Massachusetts 02135
(617) 779-7878
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
John R. Pomerance, Esq.
Megan N. Gates, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
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 o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
DERGISTRATION OF UNSOLD SECURITIES
Emageon Inc., a Delaware corporation (the Company), is filing this post-effective amendment
to deregister certain securities that were originally registered pursuant to the Companys Form S-8
Registration Statement no. 333-124999, filed on May 17, 2005 (the Registration Statement),
pursuant to which the Company registered 8,683,095 shares of its common stock, par value $0.001 per
share, for issuance under the following plans:
Emageon Inc. 2005 Equity Incentive Plan
Emageon Inc. 2005 Non-Employee Director Stock Incentive Plan
Emageon Inc. 2000 Equity Compensation Plan
Imageon Solutions, Inc. 2000 Equity Incentive Plan
Ultravisual Medical Systems Corporation 2000 Stock Option Plan
On February 23, 2009, the Company entered into an Agreement and Plan of Merger (the
Agreement) with AMICAS, Inc., a Delaware corporation (AMICAS), and AMICAS Acquisition Corp., a
Delaware corporation (the Purchaser). The Agreement
contemplated that the Purchaser would merge
with and into the Company, with the Company surviving as a wholly-owned subsidiary of AMICAS (the
Merger). The Merger became effective on April 2, 2009 (the Effective Date) as a result of
filing a certificate of merger with the Secretary of State of the State of Delaware.
As of the Effective Date, each share of common stock of the Company issued and outstanding
immediately prior to the Merger was cancelled and (other than the shares held in the treasury of
the Company or owned by AMICAS or any wholly-owned subsidiary of AMICAS or the Company or held by
stockholders who properly exercised dissenters appraisal rights under Delaware law) converted into
the right to receive $1.82 per share, without interest thereon and less any required withholding
taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant
to its existing registration statements, including the Registration Statement. The Company hereby
removes from registration the securities of the Company registered but unsold under the
Registration Statement.
Accordingly, pursuant to the undertakings contained in the Registration Statement to remove
from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering, the Company is filing this post-effective
amendment to the Registration Statement to deregister any and all shares of Common Stock previously
registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies
that it has reasonable grounds to be 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 Boston,
Commonwealth of Massachusetts, on this 9th day of April, 2009.
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EMAGEON INC.
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By: |
/s/ Stephen N. Kahane
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Stephen N. Kahane, M.D., M.S. |
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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 April 9, 2009.
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/s/ Stephen N. Kahane
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Director, President and Chief Executive Officer |
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Stephen N. Kahane, M.D., M.S.
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Principal Executive Officer |
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/s/ Kevin Burns
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Director, Chief Financial Officer |
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Kevin Burns
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Principal Financial and Accounting Officer |
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/s/ Craig Newfield
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Director |
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Craig Newfield |
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