- Post-Effective Amendment to an S-8 filing (S-8 POS)
24 Noviembre 2009 - 4:15PM
Edgar (US Regulatory)
As Filed with the Securities And Exchange Commission on November 24, 2009
Registration No. 333-110925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LIFE SCIENCES RESEARCH, INC.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction of incorporation or organization)
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52-2340150
(I.R.S. Employer Identification No.)
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P. O. Box 2360, Mettlers Road,
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East Millstone, New Jersey
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08875-2360
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(Address of Principal Executive Offices)
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(Zip Code)
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LIFE SCIENCES RESEARCH, INC. 2001 EQUITY INCENTIVE PLAN
(Full title of the plan)
Mark L. Bibi
Secretary and General Counsel
Life Sciences Research, Inc.
P.O. Box 2360, Mettlers Road,
East Millstone, NJ 08875-2360
(Name and Address of Agent for Service)
(732) 649-9961
(Telephone number, including area code, of agent for service)
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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Smaller reporting company
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(Do not check if a smaller reporting company)
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No.
333-110925) (the Registration Statement) filed with the Securities and Exchange Commission by
Life Sciences Research, Inc. (the Registrant) on December 4, 2003 with respect to a total of
2,200,000 shares of the Registrants voting common stock, par value $0.01 per share (Common
Stock), reserved for issuance to employees, directors and independent contractors of the
Registrant pursuant to the Life Sciences Research, Inc. 2001 Equity Incentive Plan (the Plan).
This Post-Effective Amendment No. 1 is being filed to remove from registration all securities that
were registered but that remain unsold under the Registration Statement.
On November 24, 2009, pursuant to the Agreement and Plan of Merger, dated as of July 8, 2009, among
the Registrant, Lion Holdings, Inc., a Delaware corporation (Parent), and Lion Merger Corp., a
Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), as amended (as so
amended, the Merger Agreement), Merger Sub merged (the Merger) with and into the Registrant,
with the Registrant being the surviving corporation of the Merger. The Merger was approved by the
Companys stockholders at a special meeting of the Companys stockholders held on November 23, 2009
and became effective on November 24, 2009 upon the acceptance for record by the State Department of
Assessments and Taxation of Maryland of the Articles of Merger (the Effective Time). Pursuant to
the Merger Agreement, at the Effective Time, (a) each share of Common Stock (other than shares
owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent and
the Company, and in each case not held on behalf of third parties) was converted into the right to
receive $8.50 per share in cash, without interest, less any applicable withholding taxes, (b) each
option to purchase shares of Common Stock outstanding under the Plan became fully exercisable and
vested, was cancelled and was converted into the right to receive a cash amount (without interest
and net of any applicable withholding taxes) equal to (i) the excess, if any, of $8.50 over the per
share exercise price of the option, multiplied by (ii) the total number of shares subject to the
option immediately prior to the Effective Time, and (c) each outstanding share of restricted stock
granted under the Plan became fully vested, was cancelled and was converted into the right to
receive $8.50 in cash, without interest, less any applicable withholding taxes.
As a result of the Merger, the offering of securities of the Registrant pursuant to the
Registration Statement has been terminated. Pursuant to the Registrants undertaking in Part II,
Item 9 in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1
to the Registration Statement to withdraw the Registration Statement, including all amendments and
exhibits to the Registration Statement, with respect to all unsold shares of Common Stock
registered under the Registration Statement.
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-8 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of East Millstone, State of
New Jersey on November 24, 2009.
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LIFE SCIENCES RESEARCH, INC.
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By:
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/s/ Andrew H. Baker
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Name:
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Andrew H. Baker
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Title:
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Chairman of the Board
and Chief Executive Officer
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