- Post-Effective Amendment to Registration Statement (POS AM)
September 18 2009 - 4:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 18, 2009
Registration No. 333-139967
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Zila, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0619668
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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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16430 N. Scottsdale Road, Suite 450
Scottsdale, AZ 85254
(602) 266-6700
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
David R. Bethune
Chairman and Chief Executive Officer
Zila, Inc.
16430 N. Scottsdale Road, Suite 450
Scottsdale, AZ 85254
(602) 266-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Michael M. Donahey
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004-2202
(602) 382-6381
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, 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.
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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.
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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
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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File
No. 333-139967) filed on January 12, 2007, as amended by Pre-Effective Amendment No. 1 filed on
April 23, 2007 and Pre-Effective Amendment No. 2 filed on May 3, 2007 (as amended, the
Registration Statement), pertaining to the offer and resale by the Selling Stockholders
identified therein of up to 770,336 reverse stock split-adjusted shares of common stock, par value
$0.001 per share, of Zila, Inc. (the Company). Such shares included 382,653 reverse stock
split-adjusted shares of common stock that were issued to certain Selling Stockholders upon
conversion of certain unsecured notes that the Company sold on November 28, 2006 and 387,683
reverse stock split-adjusted shares of common stock issuable upon the exercise of certain warrants
issued to certain Selling Stockholders on the same date.
On September 18, 2009, pursuant to an Agreement and Plan of Merger, dated as of June 25, 2009,
and a First Amendment to Agreement and Plan of Merger, dated as of July 28, 2009, both of which
were by and among the Company, TOLMAR Holding, Inc. (Parent) and Project Z Acquisition Sub, Inc.
(Acquisition Sub), Acquisition Sub was merged with and into the Company, with the Company
continuing as a wholly-owned subsidiary of Parent (the Merger). As a result of the Merger, each
share of common stock, par value $0.001 per share, of the Company was converted into the right to
receive $0.45 in cash, without interest and less any applicable withholding taxes.
The Company hereby removes and withdraws from registration, by means of this Post-Effective
Amendment No. 1, any and all securities registered under the Registration Statement that
remained unsold immediately prior to the effective time of
the Merger.
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 No. 1 to its Registration Statement on Form S-3 (File
No. 333-139967) to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Scottsdale, State of Arizona, on the 18
th
day of September, 2009.
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ZILA, INC.
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By:
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/s/ David R. Bethune
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David R. Bethune
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 (File No. 333-139967) has been signed by the following
persons in the capacities and as of the dates indicated.
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Signature
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Title
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Date
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/s/ David R. Bethune
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Chairman and Chief Executive Officer
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September 18, 2009
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(Principal
Executive Officer)
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Director
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September 18, 2009
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Director
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September 18, 2009
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Director
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September 18, 2009
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/s/ O.B. Parrish
O.B. Parrish
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Director
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September 18, 2009
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/s/ Jon M. Plexico
Jon M. Plexico
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Director
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September 18, 2009
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/s/ George J. Vuturo
George J. Vuturo
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Director
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September 18, 2009
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/s/ Diane E. Klein
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Vice President Finance and Treasurer
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September 18, 2009
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(Principal
Financial and Accounting Officer)
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