- Post-Effective Amendment to an S-8 filing (S-8 POS)
19 September 2009 - 6:14AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 18, 2009
Registration No. 33-32805
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zila, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0619668
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(State or other jurisdiction
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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16430 N. Scottsdale Road, Suite 450, Scottsdale, AZ 85254
(Address, Including Zip Code, of Principal Executive Offices)
Zila, Inc. Non-Employee Directors Stock Option Award Plan
(Full title of the plan)
David R. Bethune
Chairman and Chief Executive Officer
Zila, Inc.
16430 N. Scottsdale Road, Suite 450
Scottsdale, Arizona 85254
(602) 266-6700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Michael M. Donahey
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-2202
(602) 382-6381
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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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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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File
No. 33-32805) filed on December 29, 1989 (the Registration Statement), pertaining to the common
stock, par value $0.001 per share, of Zila, Inc. (the Company) to be offered under the Zila, Inc.
Non-Employee Directors Stock Option Award Plan.
On September 18, 2009, pursuant to an Agreement and Plan of Merger, dated as of June 25, 2009,
and a First Amendment to Agreement and Plan of Merger, dated as of July 28, 2009, both of which
were by and among the Company, TOLMAR Holding, Inc. (Parent) and Project Z Acquisition Sub, Inc.
(Acquisition Sub), Acquisition Sub was merged with and into the Company, with the Company
continuing as a wholly-owned subsidiary of Parent (the Merger). As a result of the Merger, each
share of common stock, par value $0.001 per share, of the Company was converted into the right to
receive $0.45 in cash, without interest and less any applicable withholding taxes.
The Company hereby removes and withdraws from registration, by means of this Post-Effective
Amendment No. 1, any and all securities registered under the Registration Statement that have not
been issued prior to the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 its Registration Statement on Form S-8 (File
No. 33-32805) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Scottsdale, State of Arizona, on September 18, 2009.
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ZILA, INC.
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By:
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/s/ David R. Bethune
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David R. Bethune
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (File No. 33-32805) has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David R. Bethune
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Chairman and Chief Executive Officer
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September 18, 2009
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(Principal
Executive Officer)
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Director
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September 18, 2009
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Director
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September 18, 2009
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Director
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September 18, 2009
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/s/ O.B. Parrish
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Director
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September 18, 2009
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/s/ Jon M. Plexico
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Director
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September 18, 2009
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/s/ George J. Vuturo
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Director
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September 18, 2009
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/s/ Diane E. Klein
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Vice President Finance and Treasurer
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September 18, 2009
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(Principal
Financial and Accounting Officer)
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