- Post-Effective Amendment to an S-8 filing (S-8 POS)
22 Março 2010 - 10:43AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 22, 2010
Registration No. 333-146593
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
STARLIMS TECHNOLOGIES LTD.
(Exact name of registrant as specified in its charter)
State of Israel None
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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32B HaBarzel St., Tel Aviv, 69710, Israel
(Address of Principal Executive Offices) (Zip Code)
STARLIMS TECHNOLOGIES LTD. 2001 OPTION PLAN
STARLIMS TECHNOLOGIES LTD. 2005 OPTION PLAN
(Full title of the plan)
STARLIMS Corporation
4000 Hollywood Boulevard
Hollywood, Florida 33021-6755
Attn: President
(Name and address of agent for service)
(954) 964-8663
(Telephone number, including area code, of agent for service)
Copies to:
Steven J. Glusband, Esq. Nira Lahav, Adv.
Carter Ledyard & Milburn LLP Lahav, Litvak-Abadi & Co.
2 Wall Street 52 Menachem Begin, Sonol Tower, 21st Floor
New York, New York 10005 Tel Aviv 67137, Israel
(212) 732-3200 Tel: +972 3 688 2020
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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
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer |X| Smaller Reporting Company [ ]
---------
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RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-146593) (the
"Registration Statement") of STARLIMS Technologies Ltd. (the "Company"),
pertaining to the registration of its ordinary shares, par value NIS 1.0 per
share ("Ordinary Shares"), issuable under the STARLIMS Technologies Ltd. 2001
Option Plan and the STARLIMS Technologies Ltd. 2005 Option Plan, to which this
Post-Effective Amendment No. 1 relates, was filed by the Company with the
Securities and Exchange Commission on October 10, 2007.
On March 22, 2010 (the "Effective Date"), pursuant to the terms of that
certain Agreement and Plan of Merger, dated as of December 14, 2009, by and
among Abbott Investments Luxembourg Sarl, a company organized under the laws of
Luxembourg ("Parent"), Scorpio Designated Corporation Ltd., an Israeli company
and a wholly-owned subsidiary of Parent ("Merger Sub") and the Company, Merger
Sub merged with and into the Company, and the Company became a wholly-owned
subsidiary of Parent (the "Merger"). As a result of the Merger, each outstanding
Ordinary Share (other than Ordinary Shares owned by the Company or any direct or
indirect wholly-owned subsidiary of the Company and Ordinary Shares owned by
Parent or Merger Sub) was converted into the right to receive $14.00 in cash
(without interest and less any applicable withholding tax).
The Merger was completed and became effective upon the issuance by the
Israeli Companies Registrar of a certificate evidencing the completion of the
Merger in accordance with Section 323(5) of the Israeli Companies Law on the
Effective Date.
As a result of the Merger, the Company has terminated the offering of its
Ordinary Shares pursuant to the Registration Statement. In accordance with an
undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any Ordinary Shares which
remain unsold at the termination of the offering, the Company hereby removes
from registration all Ordinary Shares registered under the Registration
Statement which remain unsold as of the Effective Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets 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 Tel Aviv, Israel, on March 22, 2010.
STARLIMS Technologies Ltd.
By: /s/Itschak Friedman
-------------------
Name: Itschak Friedman
Title: Chairman of the Board of Directors
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 has been signed on
March 22, 2010, by the following persons in the capacities indicated.
Name Title
/s/Itschak Friedman Chairman of the Board of Directors
------------------- and Chief Executive Officer
Itschak Friedman
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* Director and Chief Financial Officer
------------------- and Principal Accounting Officer
Chaim Friedman
* Director
-------------------
Martin Bandel
* Director
-------------------
Eyal Guterman
* Director
-------------------
Dov Kleiman
* Director
-------------------
Eliane Markowitz
Director
-------------------
Ron Sandak
* /s/Din Toiba Director
-------------------
Dinu Toiba
Director
-------------------
Itzchak Zilberberg
STARLIMS Corporation Authorized Representative
in the United States
By: /s/Itschak Friedman
-------------------
Name: Itschak Friedman
Title: President
*By: /s/Itschak Friedman
-------------------
Itschak Friedman
(Attorney-in-fact)
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