- Post-effective Amendment to an automatic shelf registration of Form S-3ASR or Form F-3ASR (POSASR)
18 Febrero 2011 - 3:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 18
, 2011
Registration No. 333-165080
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
KING PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Tennessee
(State or Other Jurisdiction of
Incorporation or
Organization)
|
|
54-1684963
(I.R.S. Employer
Identification No.)
|
|
|
501 Fifth Street
Bristol, Tennessee
(Address of Principal Executive
Offices)
|
|
37620
(Zip Code)
|
Brian A.
Markison
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
(Name and Address of Agent For Service)
(423) 989-8000
(Telephone Number, Including Area Code, of Agent For
Service)
(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.
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 smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Post-Effective Amendment) relates to the Registration Statement on Form S-3, Registration No. 333-165080, (the Registration Statement)
pertaining to the registration of an indeterminate amount of debt securities, common stock, preferred stock, warrants and subscription rights of King Pharmaceuticals, Inc. (the Company), which was originally filed with the Securities and
Exchange Commission on February 26, 2010.
On January 31, 2011, Pfizer Inc. (Pfizer), through its wholly-owned subsidiary,
Parker Tennessee Corp. (Merger Sub), acquired approximately 92.5% of the outstanding shares of the Companys common stock following the successful completion of a tender offer (the Tender Offer) for all of the
outstanding shares of common stock. Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2010, among Pfizer, the Company, and Merger Sub, Pfizer intends to complete its acquisition of the Company by effecting a short form
merger (the Merger) on or about February 28, 2011 in accordance with the provisions of the Tennessee Business Corporation Act. Pursuant to the Merger, Merger Sub will merge with and into the Company, with the Company continuing as
the surviving corporation and a wholly owned subsidiary of Pfizer. Each share of the Companys common stock outstanding immediately prior to the effective time of the Merger that was not accepted for payment pursuant to the Tender Offer (other
than shares held by Pfizer or any subsidiary of Pfizer, including Merger Sub, which shares will be cancelled without any conversion) will, at the effective time of the Merger, be
2
converted into the right to receive $14.25 per share net to the shareholder in cash, without interest and less any required withholding taxes.
As a result of the pending Merger, the Company has terminated any offering of the Companys securities pursuant to its existing registration
statements, including the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered under the Registration Statement that remain unsold as of the date of this
Post-Effective Amendment.
3
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgewater, State of New Jersey, on this 18
th
day of February, 2011.
|
|
|
KING PHARMACEUTICALS, INC.
|
|
|
By:
|
|
/s/ Brian A. Markison
|
Name:
|
|
Brian A. Markison
|
Title:
|
|
President and Chief Executive Officer
|
4
King (NYSE:KG)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
King (NYSE:KG)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024