Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 22 2018 - 4:57PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 22, 2018
Registration
No. 333-196705
Registration
No. 333-179187
Registration
No. 333-164735
Registration
No. 333-149007
Registration
No. 333-143743
Registration
No. 333-129010
Registration
No. 333-113040
Registration
No. 333-113039
Registration
No. 333-55588
Registration
No. 333-40715
Registration
No. 33-53381
Registration
No. 33-05913
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-196705)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-179187)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-164735)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-149007)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-143743)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-129010)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-113040)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-113039)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-55588)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
333-40715)
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement (No.
33-53381)
Post-Effective
Amendment No. 3 to Form
S-8
Registration Statement (No.
33-05913)
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Analogic Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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04-2454372
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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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8 Centennial Drive
Peabody, MA 01960
(Address of principal executive offices)
Amended and Restated 2009 Stock Incentive Plan
2009 Stock Incentive Plan
Analogic Corporation
Non-Employee
Director Stock Plan
Analogic Corporation 2007 Stock Option Plan
Analogic Corporation 2007 Restricted Stock Plan
Key Employee Incentive Stock Option Plan dated June 11, 1998
Key Employee Stock Bonus Plan dated October 12, 2000
1997
Non-qualified
Stock Option Plan for Non-employee Directors
1993 Key Employee Incentive Stock Option Plan
Employee Stock Purchase Plan
(Full title of the plan)
Fred B. Parks
President and Chief Executive Officer
Analogic Corporation
8
Centennial Drive
Peabody, Massachusetts 01960
(Name and address of agent for service)
978-326-4000
(Telephone number, including area code, of agent for services)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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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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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on
Form S-8
(the
Registration Statements) filed by Analogic Corporation (the Company) with the U.S. Securities and Exchange Commission (the SEC):
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Registration Statement
No. 333-196705,
filed with the SEC on June 12, 2014, pertaining to the registration of 2,253,518 shares of the Companys common stock, par
value $0.05 per share (the Common Stock), issuable pursuant to the Companys Amended and Restated 2009 Stock Incentive Plan.
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Registration Statement
No. 333-179187,
filed with the SEC on January 26, 2012, pertaining to the registration of 600,000 shares of Common Stock issuable pursuant to the
Companys Amended and Restated 2009 Stock Incentive Plan.
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Registration Statement
No. 333-164735,
filed with the SEC on February 5, 2010, pertaining to the registration of 1,600,000 shares of Common Stock issuable pursuant to
the Companys 2009 Stock Incentive Plan.
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Registration Statement
No. 333-149007,
filed with the SEC on February 1, 2008, pertaining to the registration of 100,000 shares of Common Stock issuable pursuant to the
Companys
Non-Employee
Director Stock Plan.
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Registration Statement
No. 333-143743,
filed with the SEC on June 14, 2007, pertaining to the registration of 250,000 shares of Common Stock issuable pursuant to the
Companys 2007 Stock Option Plan and 500,000 shares of Common Stock issuable pursuant to the Companys 2007 Restricted Stock Plan.
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Registration Statement
No. 333-129010,
filed with the SEC on October 14, 2005, pertaining to the registration of 827,053 shares of Common Stock issuable pursuant to the
Companys Key Employee Incentive Stock Option Plan dated June 11, 1998.
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Registration Statement
No. 333-113040,
filed with the SEC on February 24, 2004, pertaining to the registration of 200,000 shares of Common Stock issuable pursuant to the
Companys Key Employee Stock Bonus Plan dated October 12, 2000.
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Registration Statement
No. 333-113039,
filed with the SEC on February 24, 2004, pertaining to the registration of 100,000 shares of Common Stock issuable pursuant to the
Companys 1997
Non-qualified
Stock Option Plan for Non-employee Directors.
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Registration Statement
No. 333-55588,
filed with the SEC on February 14, 2001, pertaining to the registration of 100,000 shares of Common Stock issuable pursuant to the
Companys Key Employee Stock Bonus Plan Dated October 12, 2000.
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Registration Statement
No. 333-40715,
filed with the SEC on November 21, 1997, pertaining to the registration of 50,000 shares of Common Stock issuable pursuant to the
Companys 1997
Non-qualified
Stock Option Plan for Non-employee Directors.
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Registration Statement
No. 33-53381,
filed with the SEC on April 29, 1994, pertaining to the registration of 500,000 shares of Common Stock issuable pursuant to the
Companys 1993 Key Employee Incentive Stock Option Plan.
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Registration Statement
No. 33-05913,
filed with the SEC on May 22, 1986, pertaining to the registration of 700,000 shares of Common Stock issuable pursuant to the
Companys Employee Stock Purchase Plan
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The Company is filing these Post-Effective Amendments to the Registration
Statements to withdraw and remove from registration the unissued securities issuable by the Company pursuant to the above referenced Registration Statements.
On June 22, 2018, pursuant to the terms of an Agreement and Plan of Merger, dated as of April 10, 2018 (the Merger
Agreement), by and among the Company, ANLG Holding Company, Inc., a Delaware corporation (Parent), and AC Merger Sub, Inc., a Massachusetts corporation and a wholly-owned subsidiary of Parent (Merger Sub), Merger Sub
merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the Merger), at which time the Companys equity securities ceased to be publicly traded.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance
with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes
from registration any and all securities registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.
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 the Registration Statements to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Framingham, Commonwealth of Massachusetts, on June 22, 2018.
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ANALOGIC CORPORATION
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By:
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/s/ Fred B. Parks
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Fred B. Parks
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President and Chief Executive Officer
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