As filed with the Securities and Exchange Commission on April 3, 2012
Registration No. 333-169026
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
TH Merger Company, LLC
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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45-4848595 |
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(State or Other Jurisdiction of Incorporation or |
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(I.R.S. Employer Identification No.) |
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10350 Ormsby Park Place, Suite 300 Louisville, Kentucky |
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40223 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
T. Richard Riney, Esq.
Ventas, Inc.
10350 Ormsby Park Place, Suite 300
Louisville, Kentucky 40223
(502) 357-9000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Steven A. Seidman, Esq.
A. Mark Getachew, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Telephone: (212) 728-8000
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.
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Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer (Do not check if a smaller reporting company) o |
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Smaller reporting company o |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-169026) (the “Registration Statement”), originally filed on August 24, 2010 by TH Merger Company, LLC (as successor to Cogdell Spencer Inc.) (“Cogdell”), is being filed to remove from registration any and all shares of Cogdell common stock, par value $0.01 per share (“Common Stock”), that were registered under the Registration Statement and have not been, and will not be, issued or sold pursuant to the Registration Statement.
This Post-Effective Amendment No. 1 is being filed in accordance with Cogdell’s undertaking set forth in Part II, Item 9 of 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 Louisville, Commonwealth of Kentucky, on April 3, 2012.
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TH MERGER COMPANY, LLC | |
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By: |
/s/ T. Richard Riney |
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Name: |
T. Richard Riney |
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Title: |
Executive Vice President and Associate Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on this 3rd day of April, 2012 in the capacities indicated.
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Signature |
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Title |
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/s/ Richard A. Schweinhart |
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President and Chief Financial Officer and Manager (Principal Executive Officer and Principal Financial Officer) |
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Richard A. Schweinhart |
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/s/ Robert J. Brehl |
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Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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Robert J. Brehl |
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/s/ T. Richard Riney |
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Manager |
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T. Richard Riney |
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[Signature Page to Post-Effective Amendment to Form S-8 (No. 333-169026)]