Registration No. 2-94563
As filed with the Securities and Exchange Commission on December 17, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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E-Z-EM, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-1999504
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1111 Marcus Avenue
Lake Success, New York 11042
(Address of Principal Executive Offices) (Zip Code)
E-Z-EM, Inc. 1983 Stock Option Plan
E-Z-EM, Inc. 1984 Directors and Consultants Stock Option Plan
(Full title of the plan)
Anthony A. Lombardo
E-Z-EM, Inc.
1111 Marcus Avenue
Lake Success, New York 11042
516-333-8230
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Guy P. Lander, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
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DEREGISTRATION OF SECURITIES
On November 21, 1984, the Company filed a registration statement on Form
S-8 (File No. 2-94563) (the "Registration Statement") relating to 700,000 shares
of common stock, par value $0.10 per share, issuable under its 1983 Stock Option
Plan (the "1983 Plan") and its 1984 Directors and Consultants Stock Option Plan
(the "1984 Plan" and together with the 1983 Plan, the "Plans"). In October 1992,
the Company effected a recapitalization ("1992 Recapitalization") of its capital
stock pursuant to which its outstanding shares of common stock were divided
equally into shares of Class A voting common stock, par value $0.10 per share
("Class A Shares"), and Class B non-voting common stock, par value $0.10 per
share ("Class B Shares"). Pursuant to the 1992 Recapitalization, the Plans were
amended to provide that options outstanding under the Plans would thereafter be
exercisable half for Class A Shares and half for Class B Shares, and all future
options granted under the Plans would be for Class B Shares only. In October
2002, the Company effected a recapitalization ("2002 Recapitalization") by which
all of its outstanding Class A Shares and Class B Shares were converted on a
one-for-one basis into shares of a single, newly-created class of common stock,
par value $0.10 per share ("Common Stock"). As a result of the 2002
Recapitalization, any Class A Shares and Class B Shares issuable under the Plans
were converted into shares of Common Stock. This Post-Effective Amendment No. 1
to the Registration Statement hereby deregisters any and all shares of common
stock of the Company that were previously registered pursuant to the
Registration Statement that have not been sold or otherwise issued as of the
date hereof. On October 31, 2002, the Company filed a registration statement on
Form S-8 (Registration No. 333-100878) relating to the shares of Common Stock
issuable upon exercise of options granted or available for grant under the
Plans.
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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 on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Lake
Success, State of New York, on the 16th day of December, 2002.
E-Z-EM, Inc.
By: /s/ Anthony A. Lombardo
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Anthony A. Lombardo, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed below by the following persons in the capacities indicated on the 16th
day of December, 2002.
Signature Title
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/s/ Howard S. Stern Chairman of the Board and Director
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Howard S. Stern
/s/ Anthony A. Lombardo President, Chief Executive Officer
----------------------- and Director
Anthony A. Lombardo
/s/ Dennis J. Curtin Chief Financial Officer
----------------------- (Principal Financial and Accounting Officer)
Dennis J. Curtin
/s/ Michael A. Davis Director
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Michael A. Davis
/s/ Paul S. Echenberg Director
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Paul S. Echenberg
/s/ James L. Katz Director
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James L. Katz
/s/ Donald A. Meyer Director
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Donald A. Meyer
/s/ David P. Meyers Director
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David P. Meyers
/s/ George P. Ward Director
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George P. Ward
/s/ Robert J. Beckman Director
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Robert J. Beckman
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