As filed with the Securities and Exchange Commission on August 23, 2016
Registration No. 333-193646
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
NO. 333-193646
UNDER
THE SECURITIES ACT OF 1933
HEARTWARE
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
26-3636023
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
c/o Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Keyna P.
Skeffington, Esq.
HeartWare International, Inc.
c/o Medtronic, Inc.
710
Medtronic Parkway
Minneapolis, Minnesota 55432
(763) 514-4000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please
send copies of all communications to:
Christopher Comeau
Paul Kinsella
Ropes & Gray LLP
800 Boylston Street
Boston, Massachusetts 02199
Telephone: (617) 951-7000
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.
¨
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, as amended (the Securities Act) other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.
¨
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.
¨
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.
¨
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.
x
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.
¨
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 accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller Reporting Company
|
|
¨
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment), filed by HeartWare International, Inc., a Delaware corporation (the
Registrant), removes from registration all shares of the Registrants common stock, $0.001 par value per share, preferred stock, $0.001 par value per share, debt securities, warrants and units (the Securities) registered
under the Registration Statement on Form S-3 (No. 333-193646), pertaining to the shelf registration of an indeterminate number of such Securities, which was filed with the U.S. Securities and Exchange Commission on January 30, 2014 (the
Registration Statement).
Pursuant to an Agreement and Plan of Merger, dated June 27, 2016, by and among Medtronic, Inc.,
a Minnesota corporation (Parent), Medtronic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser), and the Registrant, Purchaser was merged with and into the Registrant (the
Merger), with the Registrant continuing as the surviving corporation. The Merger became effective on August 23, 2016.
In
connection with the closing of the Merger, the Registrant has terminated the offering of its Securities pursuant to the Registration Statement. In accordance with the undertaking made by the Registrant in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the Securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration all the Securities registered but not sold under the Registration
Statement.
SIGNATURE
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on August 23, 2016.
|
|
|
HeartWare International, Inc.
|
|
|
By:
|
|
/s/ Philip J. Albert
|
Name: Philip J. Albert
|
Title: Vice President
|
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
/s/ Philip J. Albert
|
|
Director
|
|
August 23, 2016
|
Philip J. Albert
|
|
|
|
|
|
|
|
/s/ Linda S. Harty
|
|
Director
|
|
August 23, 2016
|
Linda S. Harty
|
|
|
|
|
|
|
|
/s/ Keyna P. Skeffington
|
|
Director
|
|
August 23, 2016
|
Keyna P. Skeffington
|
|
|
|
|
Heartware International, Inc. (MM) (NASDAQ:HTWR)
Historical Stock Chart
From Jul 2024 to Aug 2024
Heartware International, Inc. (MM) (NASDAQ:HTWR)
Historical Stock Chart
From Aug 2023 to Aug 2024