- Post-Effective Amendment to Registration Statement (POS AM)
August 12 2010 - 4:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 12, 2010
Registration No. 333-141666
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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
(763) 553-7736
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
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Michael D. Dale
Chief Executive Officer
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Copy to:
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ATS Medical, Inc.
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(763) 553-7736
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Timothy S. Hearn, Esq.
Dorsey & Whitney LLP
Suite 1500
50 South Sixth Street
Minneapolis, MN 55402
(612) 340-2600
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Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
o
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following
box.
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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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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-3 (File
No. 333-141666) (the
Registration Statement
) of ATS Medical, Inc. (the
Company
), which was
filed with the U.S. Securities and Exchange Commission (the
SEC
) on March 29, 2007. The
Registration Statement registered 11,375,000 shares of the Companys common stock, par value $0.01
per share (the
Common Stock
), including (a) 8,125,000 shares of Common Stock sold to the selling
shareholders described in the prospectus forming part of the Registration Statement, and (b)
3,250,000 shares of Common Stock issuable to the selling shareholders upon the exercise of
warrants.
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-3 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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Director
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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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Eric W. Sivertson
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Director
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Theodore C. Skokos
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*By:
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/s/ Michael R. Kramer
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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 (previously filed with the Registration Statement)
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