As filed with the Securities and Exchange Commission on June 20, 2007
Post-Effective Amendment to Registration Statement Nos. 333-124661 and 333-57934.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT
UNDER
THE SECURITIES ACT OF 1933
ENPATH MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1533300 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
2300 Berkshire Lane North
Minneapolis, Minnesota
55441-4684
(763) 951-8181
(Address of Principal Executive Offices)
1999 Non-Employee Director and Medical Advisory Board Stock Option Plan
(Full Title of Plan)
Scott P. Youngstrom
Chief Financial Officer
Enpath Medical, Inc.
15301 Highway 55 West
Plymouth, MN 55447
(Name, address, including zip code and
telephone number of agent for service)
(Name and address of agent for service)
(763) 559-2613
Telephone Number, Including Area Code, Of Agent For Service
EXPLANATORY STATEMENT: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed on Form S-8 (collectively, the “Registration Statements”):
| 1. | Registration Statement No. 333-124661 registering 200,000 shares of common stock for the 1999 Non-employee Director and Medical Advisory Board Stock Option Plan; and |
| 2 | Registration Statement No. 333-57934 registering 200,000 shares for the 1999 Non-Employee Director and Medical Advisory Board Stock Option Plan. |
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On June 15, 2007 (the “Effective Date”), Enpath Medical, Inc., a Minnesota corporation (the “Company”) consummated the transactions contemplated by its Agreement and Plan of Merger, dated April 28, 2007 (the “Merger Agreement”) with Greatbatch, Ltd. (“Purchaser”), an indirect subsidiary of Greatbatch, Inc. (“Greatbatch”), and Chestnut Acquisition Corporation, a wholly owned subsidiary of Purchaser, pursuant to which the Company became a wholly-owned subsidiary of Purchaser. In accordance with the Merger Agreement, the Company’s prior common stock, par value $0.01 per share (the “Common Stock”), has been canceled and is no longer outstanding.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities under the 1999 Non-Employee Director and Medical Advisory Board Stock Option Plan pursuant to the Registration Statements. Accordingly, pursuant to the undertakings contained in these Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities being registered that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment to the Registration Statements to deregister all the shares of the Company’s Common Stock registered and reserved for issuance under these Registration Statements that remained unissued as of the Effective Date.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth, State of Minnesota, on June 15, 2007.
| ENPATH MEDICAL, INC. | ||
| By | /s/ John C. Hertig | |
| John C. Hertig Its Chief Executive Officer | ||
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on June 15, 2007.
| Signature | Title | |||
| /s/ John C. Hertig | Chief Executive Officer | |||
| John C. Hertig | ||||
| /s/ Scott P. Youngstrom | Chief Financial Officer | |||
| Scott P. Youngstrom | ||||
| /s/ James D. Hartman | Director | |||
| James D. Hartman | ||||
| /s/ Richard F. Sauter | Director | |||
| Richard F. Sauter | ||||
| /s/ Thomas L. Auth | Director | |||
| Thomas L. Auth | ||||
| /s/ Michael D. Dale | Director | |||
| Michael D. Dale | ||||
| /s/ Albert Emola | Director | |||
| Albert Emola | ||||
| /s/ Richard T. Schwarz | Director | |||
| Richard T. Schwarz | ||||
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