As filed with the Securities and Exchange Commission on August 6, 2012
Registration No. 333-170639
Registration No. 333-165721
Registration No. 333-155129
Registration No. 333-128377
Registration No. 333-138872
Registration No. 333-139662
Registration No. 333-119750
Registration No. 333-111512
Registration No. 333-109876
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-170639
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-165721
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-155129
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-128377
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-138872
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT NO. 333-139662
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT NO. 333-119750
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT NO. 333-111512
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-3 REGISTRATION STATEMENT NO. 333-109876
UNDER
THE SECURITIES ACT OF 1933
WORLD HEART
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2247240
(I.R.S. Employer Identification Number)
4750 Wiley Post Way, Suite 120
Salt Lake City, Utah 84116
(801) 355-6255
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Lawrence J. Knopf, Esq.
World Heart Corporation
c/o HeartWare International, Inc.
205 Newbury Street, Suite 101
Framingham, Massachusetts 01701
(508) 739-0950
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robert M. Katz, Esq.
Shearman & Sterling
LLP
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
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, 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.
¨
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 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
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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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x
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This Post-Effective Amendment to the Registration Statements on Form S-3 and the Registration Statements on Form F-3 listed above shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c) of the Securities Act of 1933, as amended, may determine.
EXPLANATORY NOTE
On August 2, 2012, World Heart Corporation, a Delaware corporation (World Heart or the Company) completed
its merger (the Merger) with Ocean Acquisition Holding Inc., a Delaware corporation (Merger Sub), an indirect wholly owned subsidiary of HeartWare International, Inc., a Delaware corporation (HeartWare). The
Merger was effected pursuant to an Agreement and Plan of Merger and Reorganization, dated as of March 29, 2012, entered into among World Heart, Merger Sub and HeartWare (the Merger Agreement). The Merger Agreement was adopted by the
Companys stockholders at a special meeting of the Companys stockholders held on August 2, 2012, as described on Form 8-K filed with the Securities Exchange Commission on August 2, 2012. The Merger became effective after the
close of business on August 2, 2012, pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Delaware on that date. In the Merger, Merger Sub merged with and into the Company and the Company continued as
the surviving corporation and as an indirect wholly owned subsidiary of HeartWare. In connection with the Merger, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statements on Form S-3
(File Nos. 333-170639, 333-165721, 333-155129, 333-128377, 333-138872 and 333-139662), each as amended, and Registration Statements on Form F-3 (File Nos. 333-119750, 333-111512 and 333-109876), each as amended (the Registration
Statements).
This Post-Effective Amendment to the Registration Statements is being filed solely for the purpose of
deregistering any and all securities registered under the Registration Statements that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Framingham, state of Massachusetts, on August 6, 2012.
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WORLD HEART CORPORATION
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By:
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/s/ Douglas Godshall
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Name:
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Douglas Godshall
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Title:
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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 Statements has been signed 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/ Douglas Godshall
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President and Chief Executive Officer and Director
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August 6, 2012
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Douglas Godshall
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/s/ Peter McAree
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Vice President and Chief Financial Officer
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August 6, 2012
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Peter McAree
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/s/ Lawrence Knopf
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Vice President and Secretary and Director
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August 6, 2012
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Lawrence Knopf
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