- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 05 2010 - 1:59PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 5,
2010
Registration
No. 333-15113
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO.
1
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CANDELA
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
04-2477008
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
No.)
|
530
Boston Post Road
Wayland,
Massachusetts 01778
(Address
of Principal Executive Offices, including Zip Code)
Candela
Corporation 1989 Stock Plan
(Full
Title of the Plan)
Paul
R. Lucchese
Candela
Corporation
530
Boston Post Road
Wayland,
Massachusetts 01778
(Name and Address of
Agent for Service)
(508)
358-7400
(Telephone
Number, including Area Code, of Agent for Service)
Copies
to:
Gene
Kleinhendler, Adv.
Gross,
Kleinhendler, Hodak, Halevy, Greenberg & Co.
One
Azrieli Center
Round
Building
Tel
Aviv, 67021
Israel
Tel:
+(972-3) 607-4444
|
Fabian
Tenenbaum
Industrial
Zone, Tavor Building
P.O.B.
550 Yokneam Illit,
20692
Israel
Tel:
+ (972-73) 244-2202
|
John
M. Mutkoski, Esq.
Goodwin
Procter LLP
Exchange
Place
Boston,
Massachusetts 02109
Tel:
(617) 570-1000
|
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.
Large
Accelerated Filer
o
|
Accelerated
Filer
o
|
Non-Accelerated
Filer
o
(Do not check if a smaller reporting company)
|
Smaller
Reporting Company
x
|
DE-REGISTRATION OF UNSOLD
SHARES AND WITHDRAWAL OF REGISTRATION
STATEMENT
This
Post-Effective Amendment No. 1 to Candela Corporation's Registration Statement
on Form S-8 (No. 333-15113), filed on October 30, 1996 (the "
Registration
Statement
"), is filed to withdraw from registration all securities of
Candela Corporation (the "
Registrant
") covered
by the Registration Statement.
On
January 5, 2010, the entire equity interest of the Registrant was acquired by
Syneron Medical Ltd. ("
Syneron
") through the
merger of an indirect wholly-owned subsidiary of Syneron with and into the
Registrant (the "
Merger
"). As
a result of the Merger, every share of the Registrant's Common Stock, $0.01 par
value per share, outstanding prior to the Merger was converted into the right to
receive 0.2911 ordinary shares of Syneron. Accordingly, there are no
longer any outstanding equity securities of the Registrant other than those
owned by Syneron, and the offering pursuant to the Registration Statement has
been terminated.
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
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Wayland, Commonwealth of
Massachusetts, on January 5, 2010.
|
CANDELA
CORPORATION
|
|
|
|
By:
/s/ Gerard E.
Puorro
|
|
Name:
Gerard E. Puorro
|
|
Title:
President and Chief Executive
Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature
|
Title
|
Date
|
/s/ Gerard E. Puorro
Gerard
E. Puorro
|
Chief
Executive Officer, President and Director
(principal
executive officer)
|
January
5, 2010
|
/s/
Robert E. Quinn
Robert
E. Quinn
|
Chief
Financial Officer and Senior Vice President, Finance & Administration
(principal financial and accounting officer)
|
January
5, 2010
|
*
Kenneth
D. Roberts
|
Chairman
of the Board of Directors
|
January
5, 2010
|
George
A. Abe
|
Director
|
|
/s/ Ben Bailey
III
Ben
Bailey III
|
Director
|
January
5, 2010
|
|
Director
|
|
|
Director
|
January
5, 2010
|
*
By:
/s/ Gerard
E.Puorro
Name:
Gerard E. Puorro
Title:
Attorney-in-Fact
|
|
January
5, 2010
|
3
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