- Post-Effective Amendment to Registration Statement (POS AM)
12 Août 2010 - 10:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 12, 2010
Registration No. 333-133341
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ATS MEDICAL, INC.
(Exact Name of Registrant as specified in its charter)
|
|
|
|
|
Minnesota
|
|
3842
|
|
41-1595629
|
(State or other jurisdiction of
|
|
(Primary Standard Industrial
|
|
(IRS Employer
|
incorporation or organization)
|
|
Classification Code Number)
|
|
Identification Number)
|
3905 Annapolis Lane, Suite 105
Minneapolis, Minnesota 55447
(763) 553-7736
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
|
|
|
Michael D. Dale
|
|
|
Chief Executive Officer
|
|
Copy to:
|
ATS Medical, Inc.
|
|
Timothy S. Hearn, Esq.
|
3905 Annapolis Lane, Suite 105
|
|
Dorsey & Whitney LLP
|
Minneapolis, Minnesota 55447
|
|
Suite 1500
|
(763) 553-7736
|
|
50 South Sixth Street
|
(Name, address, including zip code, and telephone
|
|
Minneapolis, MN 55402
|
number, including area code, of agent for service)
|
|
(612) 340-2600
|
Approximate date of commencement of proposed sale of the securities to the public: Not
Applicable
If the securities being registered on this form are being offered in connection with the
formation of a holding company and there is compliance with General Instruction G, check the
following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) 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.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.
o
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.
|
|
|
|
|
|
|
Large accelerated filer
o
|
|
Accelerated filer
þ
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
If applicable, place an X in the box to designate the appropriate rule provision relied
upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
o
TERMINATION OF REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 3 relates to the Registration Statement on Form S-4 (File
No. 333-133341) (the
Registration Statement
) of ATS Medical, Inc. (the
Company
), which was
initially filed with the U.S. Securities and Exchange Commission (the
SEC
) on April 18, 2006.
The Registration Statement registered 19,000,000 shares of the Companys common stock, par value
$0.01 per share (the
Common Stock
), issuable pursuant to the Agreement and Plan of Merger dated
as of January 23, 2006 by and among the Company, Seabiscuit Acquisition Corp., a subsidiary of the
Company, 3F Therapeutics, Inc. and Mr. Boyd D. Cox, as representative of the 3F Therapeutics
stockholders.
On August 12, 2010, pursuant to the terms of the Agreement and Plan of Merger (the
Merger
Agreement
), dated as of April 28, 2010, by and among the Company, Medtronic, Inc. (
Medtronic
)
and Pilgrim Merger Corporation (
Merger Sub
), Merger Sub was merged with and into the Company with
the Company continuing as the surviving corporation and a wholly owned subsidiary of Medtronic (the
"
Merger
). As a result of the Merger, the Companys Common Stock is held of record by fewer than
300 persons. Accordingly, the Company intends to file a Certification and Notice of Termination of
Registration on Form 15 with the SEC with respect to its Common Stock.
As a result of the Merger, no additional shares of Common Stock will be issued by the Company.
The Company is filing this Post-Effective Amendment No. 3 to remove and withdraw from registration
all shares of Common Stock registered pursuant to the Registration Statement that remain unissued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has
duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on the 12th day of August, 2010.
|
|
|
|
|
|
ATS MEDICAL, INC.
|
|
|
By:
|
/s/ Michael D. Dale
|
|
|
|
Michael D. Dale
|
|
|
|
Chief Executive Officer
|
|
|
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of August, 2010.
|
|
|
Signature
|
|
Title
|
|
|
|
/s/ Michael D. Dale
Michael D. Dale
|
|
Chief Executive Officer, President and
Chairman of the Board of Directors
(principal executive officer)
|
|
|
|
/s/ Michael R. Kramer
Michael R. Kramer
|
|
Chief Financial Officer
(principal financial and accounting officer)
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ Michael D. Dale
|
|
|
|
Michael D. Dale
|
|
|
|
Attorney-in-Fact
|
|
|
INDEX TO EXHIBITS
|
|
|
Exhibit No.
|
|
|
Exhibit 24.1
|
|
Power of Attorney (previously filed in the initial
Registration Statement and in Amendment No. 1 to the
Registration Statement)
|
Ats Medical (MM) (NASDAQ:ATSI)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Ats Medical (MM) (NASDAQ:ATSI)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024