As filed with the Securities and Exchange Commission on August 6, 2012
Registration No. 333-175431
Registration No. 333-165664
Registration No. 333-140041
Registration No. 333-63580
Registration No. 333-133258
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-175431
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-165664
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-140041
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-63580
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT NO. 333-133258
UNDER
THE SECURITIES ACT OF 1933
WORLD HEART
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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52-2247240
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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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)
World Heart
Corporation 2006 Equity Incentive Plan
(formerly known as the World Heart Corporation Employee Stock Option Plan),
as amended
(Full titles of the Plans)
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
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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¨
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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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x
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RECENT EVENTS: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of World Heart Corporation, a Delaware corporation (World
Heart or the Company) on Form S-8, in each case as amended by any post-effective amendments thereto (collectively, the Registration Statements):
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Registration Statement No. 333-175431, registering 750,000 shares of the Companys common stock, par value $0.001, under the World Heart
Corporation 2006 Equity Incentive Plan (formerly known as the World Heart Corporation Employee Stock Option Plan), as amended (the Equity Incentive Plan);
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Registration Statement No. 333-165664, registering 700,000 shares of the Companys common stock, par value $0.001, under the Equity Incentive
Plan;
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Registration Statement No. 333-140041, registering 5,000,000 shares of the Companys common stock, no par value, under the Equity Incentive
Plan;
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Registration Statement No. 333-133258, registering 9,757,905 shares of Companys common stock, no par value, under the Equity Incentive Plan;
and
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Registration Statement No. 333-63580, registering 2,320,000 shares of Companys common stock, no par value, under the Equity Incentive Plan.
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On August 2, 2012, 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 (the
Effective Time), 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.
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.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the
Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any
securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 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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