Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
September 03 2015 - 1:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 3, 2015
Registration No. 333-190256
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
Registration Statement No. 333-190256
UNDER
THE
SECURITIES ACT OF 1933
HOSPIRA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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20-0504497 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
235 East 42nd Street
New York, New York 10017-5755
(212) 733-2323
(Address,
including zip code, and telephone number, including area code, of Registrants principal executive offices)
Margaret M.
Madden, Esq.
Director
235 East 42nd Street
New
York, NY 10017-5755
(212) 733-2323
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Paul Kinsella
Marko
Zatylny
Ropes & Gray LLP
Prudential Tower
800
Boylston St.
Boston, Massachusetts 02199
(617) 951-7000
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, as amended (the Securities Act) 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. x
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 small reporting company.
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Large accelerated filer |
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x |
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Accelerated filer |
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Non-accelerated filer |
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Smaller Reporting Company |
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DEREGISTRATION OF SECURITIES
Hospira, Inc., a Delaware corporation (the Registrant), is filing this post-effective amendment (this Post-Effective
Amendment) to the following registration statement on Form S-3 (the Registration Statement) to deregister any and all securities registered but unsold or otherwise unissued under the following Registration Statement as of the date
hereof:
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Registration Statement No. 333-190256 on Form S-3, filed with the Commission on July 30, 2013, pertaining to the registration of an indeterminate number or amount of debt securities of the Registrant.
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Pursuant to an Agreement and Plan of Merger, dated as of February 5, 2015, by and among Pfizer Inc., a Delaware
corporation (Parent), Perkins Holding Company, a Delaware corporation and a subsidiary of Parent (Merger Sub), and the Registrant, Merger Sub was merged with and into the Registrant (the Merger), with the
Registrant continuing as the surviving corporation and a subsidiary of Parent. The Merger became effective on September 3, 2015.
As
a result of the Merger, the Registrant has terminated the offering of its securities pursuant to the Registration Statement. The Registrant, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement
and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statement as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of the
Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this day of
September 3, 2015.
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HOSPIRA, INC. |
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By: |
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/s/ Margaret Madden |
Name: |
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Margaret Madden |
Title: |
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Director and Authorized Signatory |