Post-effective Amendment to an S-8 Filing (s-8 Pos)
22 January 2016 - 9:19AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 21, 2016
Registration Statement No. 333-159883
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1
to
Form S-8
Registration
Statement No. 333-159883
UNDER
THE SECURITIES ACT OF 1933
LIBERATOR
MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Nevada |
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87-0267292 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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2979 SE Gran Park Way, Stuart, Florida |
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34997 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Liberator Medical Holdings, Inc.
2009 Employee Stock Purchase Plan
(Full title of the plan)
Samrat S.
Khichi
Senior Vice President, General Counsel and Secretary
C.R. Bard, Inc.
730
Central Avenue
Murray Hill, New Jersey 07974
(Name and address of agent for service)
(908) 277-8000
(Telephone
number, including area code, of agent for service)
Copies to:
Michael E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New
York, NY 10153 (212) 310-8000
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):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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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 relates to the following Registration Statement of Liberator Medical Holdings, Inc., a Nevada corporation (the
Company), on Form S-8 (the Registration Statement):
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1. |
Registration Statement No. 333-159883, registering 500,000 shares of common stock, par value $0.001 per share, of the Company (Common Stock) under the 2009 Employee Stock Purchase Plan, as previously
filed with the U.S. Securities and Exchange Commission on June 10, 2009. |
On January 21, 2016, pursuant to the
Agreement and Plan of Merger, dated as of November 19, 2015 (the Merger Agreement), by and among the Company, C. R. Bard, Inc., a New Jersey corporation (Bard), and Freedom MergerSub, Inc., a Nevada corporation, a wholly
owned subsidiary of Bard (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a wholly owned subsidiary of Bard.
As a result of the Merger, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statement.
In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby
removes from registration all such securities of the Company registered but unsold under the Registration Statement, if any. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on this 21st day of January,
2016.
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LIBERATOR MEDICAL HOLDINGS, INC. |
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By: |
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/s/ Richard C. Rosenzweig |
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Name: Richard C. Rosenzweig |
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Title: Vice President and Assistant Secretary |
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