- Post-Effective Amendment to an S-8 filing (S-8 POS)
August 12 2010 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 12, 2010
Registration No. 333-107560
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
ATS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation or organization)
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41-1595629
(I.R.S. Employer
Identification No.)
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3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(Address of registrants principal executive offices,
including zip code)
ATS MEDICAL, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
ATS MEDICAL, INC. 2000 STOCK INCENTIVE PLAN, AS AMENDED
INDIVIDUAL OPTION AGREEMENTS
(Full title of the plan)
Michael D. Dale
Chief Executive Officer
ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(763) 553-7736
(Name, address and telephone number,
including area code, of agent for service)
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
o
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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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TERMINATION OF REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File
No. 333-107560) (the
Registration Statement
) of ATS Medical, Inc. (the
Company
), which was
filed with the U.S. Securities and Exchange Commission (the
SEC
) on August 1, 2003. The
Registration Statement registered 3,105,000 shares of the Companys common stock, par value $0.01
per share (the
Common Stock
), including 1,000,000 shares of Common Stock to be offered under the
Companys 2000 Stock Incentive Plan, as amended, 300,000 shares of Common Stock to be offered under
the Companys 1998 Employee Stock Purchase Plan, as amended, and 1,805,000 share of Common Stock to
be offered pursuant to individual option agreements.
On August 12, 2010, pursuant to the terms of the Agreement and Plan of Merger (the
Merger
Agreement
), dated as of April 28, 2010, by and among the Company, Medtronic, Inc. (
Medtronic
)
and Pilgrim Merger Corporation (
Merger Sub
), Merger Sub was merged with and into the Company with
the Company continuing as the surviving corporation and a wholly owned subsidiary of Medtronic (the
"
Merger
). As a result of the Merger, the Common Stock is held of record by fewer than 300
persons. Accordingly, the Company intends to file a Certification and Notice of Termination of
Registration on Form 15 with the SEC with respect to its Common Stock.
As a result of the Merger, no additional shares of Common Stock will be issued by the Company.
The Company is filing this Post-Effective Amendment No. 1 to remove and withdraw from registration
all shares of Common Stock registered pursuant to the Registration Statement that remain unissued.
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 No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Minneapolis, State of Minnesota, on the 12th day of August, 2010.
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ATS MEDICAL, INC.
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By:
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/s/ Michael D. Dale
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Michael D. Dale
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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 the 12th day of August, 2010.
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Signature
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Title
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/s/ Michael D. Dale
Michael D. Dale
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Chief Executive Officer, President and
Chairman of the Board of Directors
(principal executive officer)
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/s/ Michael R. Kramer
Michael R. Kramer
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Chief Financial Officer
(principal financial and accounting officer)
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*
Steven M. Anderson
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Director
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*
Robert E. Munzenrider
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Director
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*
Guy P. Nohra
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Director
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*
Eric W. Sivertson
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Director
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Theodore C. Skokos
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Director
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*
Martin P. Sutter
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Director
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*By:
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/s/ Michael R. Kramer
Michael R. Kramer
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Attorney-in-Fact
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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit 24.1
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Power of Attorney
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