Post-effective Amendment to an S-8 Filing (s-8 Pos)
14 July 2016 - 2:43AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 13, 2016
Registration No. 333-209650
Registration No. 333-202210
Registration No. 333-194336
Registration No. 333-191663
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
LDR HOLDING
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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20-3933262
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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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345 East Main Street
Warsaw, Indiana 46580
Telephone: (574) 267-6131
(Address, including zip code, and telephone number, including area code, of Registrants Principal Executive Offices)
LDR Holding Corporation 2013 Equity Incentive Plan
LDR Holding Corporation Amended and Restated 2013 Employee Stock Purchase Plan
LDR Spine USA, Inc. 2004 Stock Option/Stock Issuance Plan
LDR Holding Corporation 2007 Stock Option/Stock Issuance Plan
LDR Holding Corporation Non-Plan Stock Option Agreement
LDR Holding Corporation 2013 Employee Stock Purchase Plan
(Full Title of the Plan)
Chad F.
Phipps
Senior Vice President and Secretary
LDR Holding Corporation
345 East Main Street
Warsaw, Indiana 46580
Telephone: (574) 267-6131
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
copies to:
Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the
Registration Statements
)
of LDR Holding Corporation (the
Company
):
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Registration No. 333-209650, which was filed with the Securities and Exchange Commission (the
SEC
) on February 23, 2016, covering the registration of (1) 1,165,927 shares of the
Companys common stock, par value $0.001 per share (
Common Stock
), issuable under the LDR Holding Corporation 2013 Equity Incentive Plan (as amended, the
2013 Plan
) and (2) 291,481 shares of Common
Stock issuable under the LDR Holding Corporation Amended and Restated 2013 Employee Stock Purchase Plan (the
2013 ESPP
).
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Registration No. 333-202210, which was filed with the SEC on February 20, 2015, covering the registration of (1) 1,058,286 shares of Common Stock issuable under the 2013 Plan and (2) 264,571 shares
of Common Stock issuable under the 2013 ESPP.
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Registration No. 333-194336, which was filed with the SEC on March 5, 2014, covering the registration of (1) 963,066 shares of Common Stock issuable under the 2013 Plan, (2) 171,848 shares of Common
Stock subject to outstanding options awards under the 2013 Plan, which option awards were granted immediately prior to the effectiveness of the Companys Registration Statement on Form S-1, and which shares were not included in the
Companys Registration Statement on Form S-8 filed on October 10, 2013 (Registration No. 333-191663) (the
Prior Registration Statement
), (3) 240,766 shares of Common Stock issuable under the 2013 ESPP and
(4) 31,793 shares of Common Stock available for issuance under the 2013 Plan, which shares were not included in the Prior Registration Statement.
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Registration No. 333-191663, which was filed with the SEC on October 10, 2013, covering the registration of (1) 53,311 shares of Common Stock subject to outstanding option awards under the LDR Spine USA,
Inc. 2004 Stock Option/Stock Issuance Plan, (2) 800,042 shares of Common Stock subject to outstanding option awards under the LDR Holding Corporation 2007 Stock Option/Stock Issuance Plan, (3) 848,165 shares of Common Stock issuable under
the 2013 Plan, (4) 111,111 shares of Common Stock issuable under the LDR Holding Corporation 2013 Employee Stock Purchase Plan and (5) 19,531 shares of Common Stock issuable under the LDR Holding Corporation Non-Plan Option Agreement.
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On July 13, 2016, pursuant to an Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer
Biomet Holdings, Inc., a Delaware corporation (
Zimmer Biomet
), LH Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Zimmer Biomet (
Merger Sub
), and the Company, Merger Sub
merged with and into the Company (the
Merger
), with the Company surviving as an indirect wholly owned subsidiary of Zimmer Biomet.
As a result of the Merger, any offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by
the Company in the Registration Statements 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 the
securities of the Company registered but unsold under the Registration Statements.
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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 Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warsaw,
State of Indiana on the 13th day of July, 2016.
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LDR HOLDING CORPORATION
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By:
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/s/ Chad F. Phipps
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Name: Chad F. Phipps
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Title: Senior Vice President and Secretary
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Signature
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Title
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Date
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/s/ Adam R. Johnson
Adam R. Johnson
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Group President
(Principal Executive
Officer)
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July 13, 2016
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/s/ Daniel P. Florin
Daniel P. Florin
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Senior Vice President and Director
(Principal
Financial Officer)
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July 13, 2016
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/s/ Tony W. Collins
Tony W. Collins
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Vice President and Controller
(Principal
Accounting Officer)
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July 13, 2016
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/s/ Chad F. Phipps
Chad F. Phipps
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Director
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July 13, 2016
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3
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