Lifecore Biomedical Inc - Post-Effective Amendment to Registration Statement (POS AM)
March 26 2008 - 11:54AM
Edgar (US Regulatory)
Registration No. 333-65580
As filed with the United States Securities and Exchange Commission on March 26, 2008
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
LIFECORE BIOMEDICAL, 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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41-0948334
(I.R.S. Employer
Identification No.)
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3515 Lyman Boulevard
Chaska, Minnesota 55318
(952) 368-4300
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
Dennis J. Allingham
Chief Executive Officer
Lifecore Biomedical, Inc.
3515 Lyman Boulevard
Chaska, Minnesota 55318
(952) 368-4300
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Robert A. Rosenbaum
Dorsey & Whitney LLP
50 South Sixth Street, Suite 1500
Minneapolis, Minnesota 55402
(612) 340-2600
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.
o
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.
o
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. (Check one):
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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 relates to the Registration Statement on Form S-3 (Registration
No. 333-65580) (the
Registration Statement
) of Lifecore Biomedical, Inc. (the
Company
), which
was filed with the U.S. Securities and Exchange Commission on July 20, 2001. The Registration
Statement registered 23,152 shares of the Companys common stock, par value $.01 per share, (the
"
Common Stock
) for sale.
On March 26, 2008 (the
Closing Date
), pursuant to the terms of that certain Agreement and
Plan of Merger, dated as of January 15, 2008, by and among SBT Holdings Inc., a Delaware
corporation (the
Parent
), SBT Acquisition Inc., a Minnesota corporation and wholly owned
subsidiary of the Parent (the
Purchaser
), and the Company, the Purchaser was merged with and into
the Company with the Company continuing as the surviving corporation (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 Securities and Exchange Commission with respect to its Common Stock.
As a result of the Merger, no additional shares of Common Stock will be sold under the
Registration Statement. The Company is filing this Post-Effective Amendment to remove and withdraw
from registration all shares of Common Stock and any additional securities registered pursuant to
this 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 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chaska,
State of Minnesota, on the 26
th
day of March, 2008.
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LIFECORE BIOMEDICAL, INC.
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By:
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/s/ Dennis J. Allingham
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Dennis J. Allingham
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons in the capacities
indicated on the 26
th
day of March, 2008.
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Signature
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Title
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President, Chief Executive Officer and
Director
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Dennis J. Allingham
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(principal executive officer)
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Vice President of Finance and Chief
Financial Officer
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David M. Noel
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(principal financial and accounting
officer)
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Director
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Director
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Director
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Director
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Lead Director
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* By
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/s/ Dennis J. Allingham
Dennis J. Allingham
Attorney-in-Fact, pursuant to Power of Attorney filed herewith
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INDEX TO EXHIBITS
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Exhibit No.
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Exhibit 24
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Power of Attorney
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