As filed with the Securities and Exchange Commission on June 5, 2013
Registration No. 333-30111
Registration No. 333-42656
Registration No. 333-63070
Registration No. 333-97369
Registration No. 333-105553
Registration No. 333-116959
Registration No. 333-116960
Registration No. 333-134428
Registration No. 333-137010
Registration No. 333-144673
Registration No. 333-147826
Registration No. 333-150030
Registration No. 333-152180
Registration No. 333-167790
Registration No. 333-173543
Registration No. 333-178770
Registration No. 333-183467
Registration No. 333-186135
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-30111
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-42656
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-63070
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-97369
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-105553
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-116959
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-116960
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-134428
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-137010
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-144673
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-147826
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-150030
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-152180
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-167790
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-173543
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-178770
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-183467
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-186135
UNDER
THE SECURITIES ACT OF 1933
CONCEPTUS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 94-3170244 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
331 East Evelyn Avenue
Mountain View, CA 94041
(650) 962-4000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Conceptus, Inc. 1993 Stock Plan (as amended)
Conceptus, Inc. 1995 Employee Stock Purchase Plan (as amended)
Conceptus, Inc. 2001 Equity Incentive Plan (as amended)
Conceptus, Inc. 2002 Non-Qualified Stock Option Plan (as amended)
Conceptus, Inc. Deferred Fee Plan for Directors
Conceptus, Inc. Stand-Alone Restricted Stock Grant to Ric Cote
Conceptus, Inc. Stand-Alone Option Grant to Ric Cote
Conceptus, Inc. Stand-Alone Stock Option Grant to Patricia Gray
Conceptus, Inc. Darrin Uecker Stock Appreciation Right Agreement
Conceptus, Inc. Spencer Roeck Stock Appreciation Right Agreement
Conceptus, Inc. Todd Sloan Stock Appreciation Right Agreement
Conceptus, Inc. 2010 Equity Incentive Award Plan
Conceptus, Inc. Sam Trujillo Stock Appreciation Right Agreement
Conceptus, Inc. D. Keith Grossman Stock Appreciation Right Agreement
Conceptus, Inc. D. Keith Grossman Restricted Stock Unit Award Agreement
Conceptus, Inc. David H. Chung Stock Option Agreement
Conceptus, Inc. David H. Chung Restricted Stock Unit Award Agreement
Conceptus, Inc. Joseph Sharpe Stock Option Agreement
Conceptus, Inc. Joseph Sharpe Restricted Stock Unit Award Agreement
(Full title of the plans)
D. Keith Grossman
President and CEO
Conceptus, Inc.
331 East Evelyn Avenue
Mountain View, CA 94041
(650) 962-4000
(Name, address and telephone number of agent for service)
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 | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
RECENT EVENTS: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of Conceptus, Inc. (“Conceptus”) on Form S-8, in each case as amended by any post-effective amendments thereto (collectively, the “Registration Statements”):
| • | Registration Statement No. 333-30111, filed with the Securities and Exchange Commission (the “SEC”) on June 26, 1997, registering 1,000,000 shares of Conceptus’ common stock, par value $0.003 per share (“Common Stock”), under the Conceptus 1993 Stock Plan (as amended and restated); |
| • | Registration Statement No. 333-42656, filed with the SEC on July 31, 2000, registering 500,000 shares of Common Stock under the Conceptus 1993 Stock Plan; |
| • | Registration Statement No. 333-63070, filed with the SEC on June 15, 2001, registering 1,000,000 shares of Common Stock under the Conceptus 2001 Equity Incentive Plan and 1,000,000 preferred share purchase rights attached to such shares of Common Stock; |
| • | Registration Statement No. 333-97369, filed with the SEC on July 30, 2002, registering 1,000,000 shares of Common Stock under the Conceptus Amended and Restated 2001 Equity Incentive Plan and 1,000,000 preferred share purchase rights attached to such shares of Common Stock; |
| • | Registration Statement No. 333-105553, filed with the SEC on May 23, 2003, registering 1,500,000 shares of Common Stock under the Conceptus Amended and Restated 2002 Non-Qualified Stock Option Plan and 1,500,000 preferred share purchase rights attached to such shares of Common Stock; |
| • | Registration Statement No. 333-116959, filed with the SEC on June 29, 2004, registering 500,000 shares of Common Stock under the Conceptus Amended and Restated 2001 Equity Incentive Plan, 150,000 shares of Common Stock under the Conceptus 1995 Employee Stock Purchase Plan (as amended) and 650,000 preferred shares purchase rights attached to such shares of Common Stock; |
| • | Registration Statement No. 333-116960, filed with the SEC on June 29, 2004, registering $3,000,000 of deferred compensation obligations and $3,000,000 of shares of Common Stock under the Conceptus Deferred Fee Plan for Directors, 125,000 shares of Common Stock under the Conceptus Stand-Alone Option Grant to Ric Cote and 36,000 shares of Common Stock under the Conceptus Stand-Alone Restricted Stock Grant to Ric Cote; |
| • | Registration Statement No. 333-134428, filed with the SEC on May 24, 2006, registering 100,000 shares of Common Stock under the Conceptus Stand-Alone Option Grant to Patricia Gray; |
| • | Registration Statement No. 333-137010, filed with the SEC on August 31, 2006, registering 1,500,000 shares of Common Stock under the Conceptus Eighth Amended and Restated 2001 Equity Incentive Plan and 160,000 shares of Common Stock under the Conceptus 1995 Employee Stock Purchase Plan (as amended); |
| • | Registration Statement No. 333-144673, filed with the SEC on July 18, 2007, registering 125,000 shares of Common Stock under the Conceptus Darrin Uecker Stock Appreciation Right Agreement; |
| • | Registration Statement No. 333-147826, filed with the SEC on December 4, 2007, registering 100,000 shares of Common Stock under the Conceptus Spencer Roeck Stock Appreciation Right Agreement; |
| • | Registration Statement No. 333-150030, filed with the SEC on April 1, 2008, registering 100,000 shares of Common Stock under the Conceptus Todd Sloan Stock Appreciation Right Agreement; |
| • | Registration Statement No. 333-152180, filed with the SEC on July 8, 2008, registering 1,500,000 shares of Common Stock under the Conceptus Tenth Amended and Restated 2001 Equity Incentive Plan and 150,000 shares of Common Stock under the Conceptus 1995 Employee Stock Purchase Plan (as amended); |
| • | Registration Statement No. 333-167790, filed with the SEC on June 25, 2010, registering 3,000,000 shares of Common Stock under the Conceptus 2010 Equity Incentive Award Plan and 200,000 shares of Common Stock under the Conceptus 1995 Employee Stock Purchase Plan (as amended); |
| • | Registration Statement No. 333-173543, filed with the SEC on April 15, 2011, registering 125,000 shares of Common Stock under the Conceptus Sam Trujillo Stock Appreciation Right Agreement; |
| • | Registration Statement No. 333-178770, filed with the SEC on December 27, 2011, registering 600,000 shares of Common Stock under the Conceptus D. Keith Grossman Stock Appreciation Right Agreement and 150,000 shares of Common Stock under the Conceptus D. Keith Grossman Restricted Stock Unit Award Agreement; |
| • | Registration Statement No. 333-183467, filed with the SEC on August 21, 2012, registering 50,000 shares of Common Stock under the Conceptus David H. Chung Stock Option Agreement and 40,000 shares of Common Stock under the Conceptus David H. Chung Restricted Stock Unit Award Agreement; and |
| • | Registration Statement No. 333-186135, filed with the SEC on January 22, 2013, registering 25,000 shares of Common Stock under the Conceptus Joseph Sharpe Stock Option Agreement and 25,200 shares of Common Stock under the Conceptus Joseph Sharpe Restricted Stock Unit Award Agreement. |
On April 28, 2013, Conceptus, a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bayer HealthCare LLC, a Delaware limited liability company (“Parent”) and Evelyn Acquisition Company, a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), pursuant to which, among other things, Purchaser would merge with and into Conceptus (the “Merger”), Conceptus would become a wholly-owned subsidiary of Parent and all outstanding shares of Common Stock would be converted into the right to receive $31.00 in cash per share. The Merger became effective on June 5, 2013 (the “Effective Time”) following the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.
As a result of the Merger, Conceptus has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, Conceptus hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by Conceptus in Part II of each Registration Statement 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, removes from registration any and all securities of Conceptus registered but unsold under each Registration Statement as of the Effective Time.
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 Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on June 5, 2013.
| CONCEPTUS, INC. | ||
| By: | /s/ Gregory E. Lichtwardt | |
| Name: | Gregory E. Lichtwardt | |
| Title: | Executive Vice President and Chief Financial Officer | |
No other person is required to sign this Post-Effective Amendment No. 1 to Registration Statements on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.