- Post-Effective Amendment to Registration Statement (POS AM)
August 04 2010 - 2:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
inVentiv Health, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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522181734
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification Number)
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inVentiv Health Inc.
500 Atrium Drive
Somerset, NJ 08873
Phone: (800) 416-0555
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
R. Blane Walter
Chief Executive Officer
inVentiv Health, Inc.
500 Atrium Drive
Somerset, NJ 08873
Phone: (800) 416-0555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth G. Alberstadt, Esq.
Akerman Senterfitt LLP
335 Madison Avenue, Suite 2600
New York, NY 10017
(212) 880-3800
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.
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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.
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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.
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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.
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Large accelerated filer
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Accelerated filer
x
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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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DEREGISTRATION OF SECURITIES
inVentiv Health, Inc. (the
Registrant
) filed its Registration Statement on Form S-3, File No. 333-158068, as
amended (the
Registration Statement
) with the Securities and Exchange Commission to register an indeterminate number of shares of the Registrants common stock with an aggregate offering price of up to $50,000,000.
On August 4, 2010, inVentiv Acquisition, Inc. (formerly Papillon Acquisition, Inc.), a Delaware corporation
(
Mergerco
), merged with and into the Registrant (the
Merger
) pursuant to an Agreement and Plan of Merger, dated as of May 6, 2010, as amended, by and among inVentiv Group Holdings, Inc. (formerly Papillon
Holdings, Inc.), a Delaware corporation, Mergerco and the Registrant. As a result of the Merger, the Registrants common stock will no longer be publicly traded. Accordingly, the Registrant wishes to terminate all offerings of its common stock
pursuant to its existing registration statements, including the Registration Statement. The Registrant hereby removes from registration all shares of the Registrants common stock registered under the Registration Statement that remain unsold
as of the date this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 is filed with the Securities and Exchange Commission.
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-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 Somerset, State of New
Jersey, on August 4, 2010.
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INVENTIV HEALTH, INC.
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By:
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/s/ R. B
LANE
W
ALTER
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R. Blane Walter, Chief Executive
Officer & Director
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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August 4, 2010
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/s/ R. B
LANE
W
ALTER
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R. Blane Walter, Chief Executive Officer
& Director (Principal Executive Officer)
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August 4, 2010
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/s/ D
AVID
B
ASSIN
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David Bassin, Chief Financial Officer &
Secretary (Principal Financial Officer)
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August 4, 2010
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/s/ N
AT
K
RISHNAMURTI
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Nat Krishnamurti, Chief Accounting
Officer, Vice-President & Assistant
Secretary (Principal Accounting Officer)
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August 4, 2010
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/s/ P
AUL
M.
M
EISTER
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Paul M. Meister, Director
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August 4, 2010
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/s/ T
ODD
M.
A
BBRECHT
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Todd M. Abbrecht, Director
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August 4, 2010
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/s/ J
OSHUA
M.
N
ELSON
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Joshua M. Nelson, Director
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August 4, 2010
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/s/ A
LEXANDRA
L.
D
E
L
AITE
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Alexandra L. DeLaite, Director
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August 4, 2010
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/s/ L
AURA
A.
G
RATTAN
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Laura A. Grattan, Director
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