Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 Novembro 2019 - 4:47PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 29, 2019
Registration No. 333-226702
Registration No. 333-219835
Registration No. 333-206349
Registration No. 333-203107
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-226702
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-219835
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-206349
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-203107
UNDER
THE SECURITIES ACT OF 1933
CORINDUS VASCULAR ROBOTICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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30-0687898
(I.R.S. Employer Identification No.)
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309 Waverley Oaks Rd., Suite 105, Waltham, MA
(Address of principal executive offices)
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02452
(Zip Code)
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Corindus Vascular Robotics, Inc.
2018 Stock Award Plan
Corindus Vascular Robotics, Inc. 2014 Stock Award Plan
(Full title of plans)
Mark J. Toland
Chief Executive Officer
309 Waverly Oaks Road, Suite 105
Waltham, Massachusetts 02452
Telephone: (508) 653-3335
(Name and address and 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, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer, ”“smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION
OF SECURITIES
These Post-Effective
Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively,
the “Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
by Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”):
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Registration Statement No. 333-203107, registering 9,035,016 shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the Company’s 2014 Stock
Award Plan, which was filed with the SEC on March 30, 2015;
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Registration Statement No. 333-206349, registering 9,626,840 shares of Common Stock, issuable pursuant
to the Company’s 2014 Stock Award Plan, which was filed with the SEC on August 13, 2015;
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Registration Statement No. 333-219835, registering 4,038,144 shares of Common Stock, issuable pursuant
to the Company’s 2014 Stock Award Plan, which was filed with the SEC on August 9, 2017; and
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Registration Statement No. 333-226702, registering 36,997,153 shares of Common Stock, issuable
pursuant to the Company’s 2018 Stock Award Plan, which was filed with the SEC on August 8, 2018.
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The Company is
filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the unissued securities
issuable by the Company pursuant to the above-referenced Registration Statements.
On October 29,
2019, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 7,
2019, by and among Siemens Medical Solutions USA, Inc., a Delaware corporation (“SMS USA”), Corpus Merger Inc.,
a Delaware corporation and wholly owned subsidiary of SMS USA (“Merger Sub”), and the Company, Merger Sub merged
with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation
and as a wholly owned subsidiary of SMS USA.
As a result of
the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities
pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements
to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain
unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered
but unsold under the Registration Statements as of the date hereof.
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 these Post-Effective Amendments to the Registration Statements to
be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, state of Massachusetts, on this
29th day of October, 2019.
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CORINDUS VASCULAR ROBOTICS, INC.
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By:
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/s/ Mark J. Toland
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Name: Mark J. Toland
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Title: Chief Executive Officer
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Note: Pursuant
to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the
Registration Statements.
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