Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 24 2017 - 10:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 24, 2017
Registration No. 333-196565
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-196565
UNDER
THE
SECURITIES ACT OF 1933
SCA Holdings, LLC
(successor in interest to
Surgical Care Affiliates, Inc.)
(Exact name of registrant as specified in its charter)
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Delaware
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20-8740447
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(952) 936-1300
(Address,
including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
SURGICAL CARE
AFFILIATES TEAMMATE STOCK PURCHASE PLAN
(Full Title of the Plan)
Marianne D. Short
Executive Vice President and Chief Legal Officer
UnitedHealth Group Center
9900 Bren Road East
Minnetonka, Minnesota 55343
(952) 936-1300
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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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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☐
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (No. 333-196565) (the
Registration Statement
), filed by
Surgical Care Affiliates, Inc., a Delaware corporation (the
Company
), with the Securities and Exchange Commission on June 6, 2014, which registered the offering of an aggregate of 500,000 shares of the Companys common
stock, $0.01 par value.
The Company, UnitedHealth Group Incorporated, a Delaware corporation (
Parent
), Spartan Merger Sub 1, Inc., a
Delaware corporation and indirectly wholly-owned subsidiary of Parent (
Purchaser
) and Spartan Merger Sub 2, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (
Merger Sub 2
)
entered into an Agreement and Plan of Reorganization (the
Merger Agreement
), dated as of January 7, 2017. Pursuant to the Merger Agreement, Purchaser merged with and into the Company (the
Merger
), with the
Company surviving the Merger as a wholly-owned subsidiary of Parent, upon the terms and subject to the conditions set forth in the Merger Agreement. Immediately following the consummation of the Merger, the Company merged with and into Merger Sub 2,
with Merger Sub 2 surviving the merger under the name SCA Holdings, LLC and becoming the successor in interest to the Company (the
Second Step Merger
and together with the Merger, the
Transaction
)
and thereafter the Company ceased its separate existence upon the terms and subject to the conditions set forth in the Merger Agreement.
The Transaction
became effective on March 24, 2017.
In connection with the Transaction, further offerings pursuant to the Registration Statement have been
terminated. SCA Holdings, LLC, as successor in interest to the Company, hereby removes from registration the securities registered under the Registration Statement that remain unsold under the above listed Registration Statement as of the filing
date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, SCA Holdings, LLC, as successor in interest to the Company, 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 these Post-Effective Amendment to the Registration Statement described above to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Minnetonka, State of Minnesota, on March 24, 2017.
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SCA HOLDINGS, LLC (as successor in interest to Surgical Care Affiliates, Inc.)
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By:
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/s/ Richard J. Mattera
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Richard J. Mattera
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Assistant Secretary
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