Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 23 2016 - 10:50AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 23, 2016
Registration Nos. 333-155359, 333-172424, 333-184358, 333-193649, 333-209820
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-155359
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172424
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-184358
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-193649
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-209820
UNDER THE SECURITIES ACT OF 1933
HEARTWARE
INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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26-3636023
(I.R.S. Employer
Identification No.)
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c/o Medtronic, Inc.
710 Medtronic Parkway
Minneapolis, Minnesota 55432
(Address of principal executive offices) (Zip code)
HEARTWARE
INTERNATIONAL, INC. 2008 STOCK INCENTIVE PLAN
HEARTWARE INTERNATIONAL, INC. EMPLOYEE STOCK OPTION PLAN
HEARTWARE INTERNATIONAL, INC. RESTRICTED STOCK UNIT PLAN
HEARTWARE INTERNATIONAL, INC. INCENTIVE OPTION TERMS: NON-EXECUTIVE DIRECTORS
HEARTWARE INTERNATIONAL, INC. 2012 INCENTIVE AWARD PLAN
CIRCULITE, INC. 2004 STOCK OPTION PLAN
CIRCULITE, INC. MANAGEMENT SALE BONUS PLAN
(Full title of the plan)
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
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 definition of large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filed
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments), filed by HeartWare International, Inc., a Delaware corporation
(the Registrant), deregister all shares of the Registrants common stock, $0.001 par value per share (the Shares) remaining unissued under the following Registration Statements on Form S-8 (each, a Registration
Statement, and collectively, the Registration Statements) filed by the Registrant with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form S-8 (No. 333-155359), pertaining to the registration of an aggregate of 1,298,934 Shares, issuable under the HeartWare International, Inc. 2008 Stock Incentive Plan, the HeartWare
International, Inc. Employee Stock Option Plan, the HeartWare International, Inc. Restricted Stock Unit Plan and the HeartWare International, Inc. Incentive Option Terms: Non-Executive Directors, which was filed with the Commission on
November 13, 2008.
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Registration Statement on Form S-8 (No. 333-172424), pertaining to the registration of 905,965 Shares issuable under the HeartWare International, Inc. 2008 Stock Incentive Plan, which was filed with the Commission on
February 24, 2011.
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Registration Statement on Form S-8 (No. 333-184358), pertaining to the registration of 1,375,000 Shares issuable under the HeartWare International, Inc. 2012 Incentive Award Plan, which was filed with the Commission on
October 10, 2012.
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Registration Statement on Form S-8 (No. 333-193649), pertaining to the registration of 1,000 Shares issuable under the CircuLite, Inc. 2004 Stock Option Plan and 17,929 Shares issuable under the CircuLite, Inc.
Management Sale Bonus Plan, acquired by the Registrant in connection with its acquisition of CircuLite, Inc., which was filed with the Commission on January 30, 2014.
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Registration Statement on Form S-8 (No. 333-209820), pertaining to the registration of 1,100,000 Shares issuable under the HeartWare International, Inc. 2012 Incentive Award Plan, which was filed with the Commission on
February 29, 2016.
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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 offerings pursuant to the Registration Statements have been terminated. In accordance with the undertaking made by the Registrant in each 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 offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration
Statements.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that is 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota, on August 23, 2016.
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HeartWare International, Inc.
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By:
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/s/ Philip J. Albert
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Name:
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Philip J. Albert
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Title:
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Vice President
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Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the
Registration Statements have been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Philip J. Albert
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Director
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August 23, 2016
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Philip J. Albert
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/s/ Linda S. Harty
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Director
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August 23, 2016
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Linda S. Harty
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/s/ Keyna P. Skeffington
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Director
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August 23, 2016
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Keyna P. Skeffington
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