Registration Statement No. 333-209524
Registration Statement No. 333-203318
Registration Statement No. 333-199308
Registration Statement No. 333-199307
Registration Statement No. 333-191103
Registration Statement No. 333-191101
Registration Statement No. 333-183064
Registration Statement No. 333-183063
Registration Statement No. 333-170842
Registration Statement No. 333-161373
Registration Statement No. 333-160280
Registration Statement No. 333-160279
Registration Statement No. 333-152362
Registration Statement No. 333-150793
Registration Statement No. 333-149264
Registration Statement No. 333-148573
Registration Statement No. 333-147585
Registration Statement No. 333-147242
Registration Statement No. 333-145893
Registration Statement No. 333-144258
Registration Statement No. 333-139878
Registration Statement No. 333-128937
Registration Statement No. 333-106996
Registration Statement No. 333-106994
Registration Statement No. 333-90530
Registration Statement No. 333-85402
Registration Statement No. 333-67392
Registration Statement No. 333-74032
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-209524
Form S-8 Registration Statement No. 333-203318
Form S-8 Registration Statement No. 333-199308
Form S-8 Registration Statement No. 333-199307
Form S-8 Registration Statement No. 333-191103
Form S-8 Registration Statement No. 333-191101
Form S-8 Registration Statement No. 333-183064
Form S-8 Registration Statement No. 333-183063
Form S-8 Registration Statement No. 333-170842
Form S-8 Registration Statement No. 333-161373
Form S-8 Registration Statement No. 333-160280
Form S-8 Registration Statement No. 333-160279
Form S-8 Registration Statement No. 333-152362
Form S-8 Registration Statement No. 333-150793
Form S-8 Registration Statement No. 333-149264
Form S-8 Registration Statement No. 333-148573
Form S-8 Registration Statement No. 333-147585
Form S-8 Registration Statement No. 333-147242
Form S-8 Registration Statement No. 333-145893
Form S-8 Registration Statement No. 333-144258
Form S-8 Registration Statement No. 333-139878
Form S-8 Registration Statement No. 333-128937
Form S-8 Registration Statement No. 333-106996
Form S-8 Registration Statement No. 333-106994
Form S-8 Registration Statement No. 333-90530
Form S-8 Registration Statement No. 333-85402
Form S-8 Registration Statement No. 333-74032
POST-EFFECTIVE AMENDMENT NO. 2 TO
Form S-8 Registration Statement No. 333-67392
UNDER
THE SECURITIES ACT OF 1933
ALERE INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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04-3565120 |
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(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(781) 647-3900
(Address of Registrant’s Principal Executive Offices)(Zip code)
ALERE INC. 2010 STOCK OPTION AND INCENTIVE PLAN
ALERE INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
LETTER AGREEMENT DATED AS OF MARCH 19, 2015 BETWEEN ALERE INC. AND JAMES F. HINRICHS
CONCATENO PLC ENTERPRISE MANAGEMENT INCENTIVES PLAN
CONCATENO PLC EMPLOYEE BENEFIT TRUST INCENTIVE PLAN
COZART PLC 2004 ENTERPRISE MANAGEMENT INCENTIVE PLAN
MANAGEMENT ARRANGEMENTS PURSUANT TO THAT CERTAIN FRAMEWORK AGREEMENT DATED JUNE 5, 2009 BY AND AMONG INVERNESS MEDICAL INNOVATIONS, INC., CONCATENO PLC, MARWYN NEPTUNE FUND L.P. (ACTING BY ITS GENERAL PARTNER MARWYN GENERAL PARTNER LIMITED) AND SG HAMBROS TRUST COMPANY (CHANNEL ISLANDS) LIMITED (AS TRUSTEE OF THE CONCATENO PLC EMPLOYEE BENEFIT TRUST)
INVERNESS MEDICAL INNOVATIONS, INC. 2001 STOCK OPTION AND INCENTIVE PLAN
INVERNESS MEDICAL INNOVATIONS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
MATRIA HEALTHCARE, INC. LONG-TERM STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 2002 STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 2001 STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 2000 STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 1997 STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 1996 STOCK INCENTIVE PLAN
MATRIA HEALTHCARE, INC. 2005 DIRECTORS’ NON-QUALIFIED STOCK OPTION PLAN
MATRIA HEALTHCARE, INC. 2000 DIRECTORS’ NON-QUALIFIED STOCK OPTION PLAN
MATRIA HEALTHCARE, INC. 1996 DIRECTORS’ NON-QUALIFIED STOCK OPTION PLAN
MARKETRING.COM, INC. 1999 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
BBI HOLDINGS PLC SAYE SHARE OPTION SCHEME
BBI HOLDINGS PLC UNAPPROVED SHARE OPTION SCHEME
BBI HOLDINGS PLC EMI SCHEME
OPTION DEEDS BETWEEN BBI HOLDINGS PLC AND DAVID EVANS DATED APRIL 28, 2004 AND DECEMBER 10, 2007
AGORA PARENT, INC. 2007 STOCK OPTION AND GRANT PLAN
AGORA PARENT, INC. PREFERRED STOCK OPTION AGREEMENTS DATED APRIL 2, 2007
HEMOSENSE, INC. AMENDED AND RESTATED 1997 STOCK PLAN
HEMOSENSE, INC. 2005 EQUITY INCENTIVE PLAN
CHOLESTECH CORPORATION 1997 STOCK INCENTIVE PROGRAM
CHOLESTECH CORPORATION 1999 NONSTATUTORY STOCK OPTION PLAN
CHOLESTECH CORPORATION 2000 STOCK INCENTIVE PROGRAM
BIOSITE INCORPORATED AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
BIOSITE INCORPORATED 2002 NONQUALIFIED STOCK INCENTIVE PLAN
OSTEX INTERNATIONAL, INC. AMENDED AND RESTATED STOCK OPTION PLAN
OSTEX INTERNATIONAL, INC. AMENDED AND RESTATED 1994 STOCK OPTION PLAN
OSTEX INTERNATIONAL, INC. AMENDED AND RESTATED DIRECTORS’ NONQUALIFIED STOCK OPTION PLAN
IVC INDUSTRIES, INC. 1995 STOCK OPTION PLAN
IVC INDUSTRIES, INC. NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
INVERNESS MEDICAL INNOVATIONS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR E. JOSEPH EDELL
STOCK OPTION AGREEMENTS OF INVERNESS MEDICAL TECHNOLOGY, INC.(AS ASSUMED BY INVERNESS MEDICAL INNOVATIONS, INC.): THE SELFCARE, INC. 1992 STOCK PLAN; THE SELFCARE, INC. 1994 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN; THE SELFCARE, INC. AMENDED AND RESTATED 1996 STOCK OPTION AND GRANT PLAN, AS AMENDED; THE INVERNESS MEDICAL TECHNOLOGY, INC. AMENDED AND RESTATED 2000 STOCK OPTION AND GRANT PLAN; THE INTEG INCORPORATED (FORMERLY INOMET, INC.) 1991 INCENTIVE AND STOCK OPTION PLAN; THE INTEG INCORPORATED 1994 LONG-TERM INCENTIVE AND STOCK OPTION PLAN; AND THE INTEG INCORPORATED 1996 DIRECTOR’S STOCK OPTION PLAN
(Full Titles of the Plans)
Karen M. Peterson
Vice President and Treasurer
Alere Inc.
51 Sawyer Road, Suite 200
Waltham, Massachusetts 02453
(781) 647-3900
(Name, address, including zip code, 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 x |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a |
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Emerging growth company o |
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. o
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment, filed by Alere Inc., a Delaware corporation (the “Company”), relates to the following Registration Statements (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by the Company pertaining to the described number of shares of common stock of the Company (including any predecessor company) issuable pursuant to the described plan:
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File Number |
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Date filed with SEC |
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Security registered |
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Number of shares |
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Plan |
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333-209524 |
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2/12/16 |
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Common Stock (A) |
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7,000,000 |
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(1) |
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333-203318 |
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4/9/15 |
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Common Stock (A) |
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300,000 |
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(2) |
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333-199308 |
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10/14/14 |
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Common Stock (A) |
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2,000,000 |
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(1) |
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333-199307 |
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10/14/14 |
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Common Stock (A) |
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1,000,000 |
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(3) |
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333-191103 |
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9/11/13 |
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Common Stock (A) |
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2,000,000 |
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(1) |
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333-191101 |
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9/11/13 |
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Common Stock (A) |
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1,000,000 |
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(3) |
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333-183064 |
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8/3/12 |
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Common Stock (A) |
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3,500,000 |
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(1) |
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333-183063 |
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8/3/12 |
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Common Stock (A) |
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1,000,000 |
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(3) |
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333-170842 |
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11/26/10 |
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Common Stock (A) |
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1,653,663 |
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(1) |
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333-161373 |
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8/14/09 |
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Common Stock (B) |
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446,227 |
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(4) |
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333-160280 |
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6/26/09 |
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Common Stock (B) |
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1,000,000 |
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(5) |
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333-160279 |
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6/26/09 |
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Common Stock (B) |
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1,000,000 |
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(6) |
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333-152362 |
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7/16/08 |
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Common Stock (B) |
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500,000 |
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(6) |
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333-150793 |
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5/9/08 |
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Common Stock (B) |
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1,490,819 |
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(7) |
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333-149264 |
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2/15/08 |
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Common Stock (B) |
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358,489 |
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(8) |
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333-148573 |
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1/10/08 |
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Common Stock (B) |
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3,000,000 |
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(5) |
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333-147585 |
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11/21/07 |
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Common Stock (B) |
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380,894 |
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(9) |
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333-147242 |
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11/8/07 |
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Common Stock (B) |
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380,839 |
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(10) |
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333-145893 |
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9/6/07 |
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Common Stock (B) |
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744,538 |
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(11) |
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333-144258 |
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7/2/07 |
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Common Stock (B) |
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2,111,570 |
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(12) |
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333-139878 |
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1/9/07 |
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Common Stock (B) |
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2,000,000 |
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(5) |
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333-128937 |
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10/11/05 |
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Common Stock (B) |
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750,000 |
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(5) |
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333-106996 |
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7/11/03 |
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Common Stock (B) |
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500,000 |
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(5) |
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333-106994 |
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7/11/03 |
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Common Stock (B) |
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292,610 |
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(13) |
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333-90530 |
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6/14/02 |
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Common Stock (B) |
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1,000,000 |
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(5) |
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333-85402 |
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4/2/02 |
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Common Stock (B) |
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115,744 |
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(14) |
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333-67392 |
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11/27/01 |
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Common Stock (B) |
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929,456 |
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(15) |
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333-74032 |
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11/27/01 |
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Common Stock (B) |
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3,155,890 |
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(5), (6) |
Notes
(A) Alere Inc.’s common stock, par value $0.001 per share
(B) Inverness Medical Innovations, Inc.’s (predecessor company) common stock, $0.001 par value per share
(1) Alere Inc. 2010 Stock Option And Incentive Plan
(2) Letter Agreement dated as of March 19, 2015 between Alere Inc. and James F. Hinrichs
(3) Alere Inc. 2001 Employee Stock Purchase Plan
(4) Concateno plc Enterprise Management Incentives Plan
Concateno plc Employee Benefit Trust Incentive Plan
Cozart plc 2004 Enterprise Management Incentive Plan
Management Arrangements pursuant to that certain Framework Agreement dated June 5, 2009 by and among Inverness Medical Innovations, Inc., Concateno plc, Marwyn Neptune Fund L.P. (acting by its general partner Marwyn General Partner Limited) and SG Hambros Trust Company (Channel Islands) Limited (as trustee of the Concateno plc Employee Benefit Trust)
(5) Inverness Medical Innovations, Inc. 2001 Stock Option and Incentive Plan
(6) Inverness Medical Innovations, Inc. 2001 Employee Stock Purchase Plan
(7) Matria Healthcare, Inc. Long-Term Stock Incentive Plan
Matria Healthcare, Inc. 2002 Stock Incentive Plan
Matria Healthcare, Inc. 2001 Stock Incentive Plan
Matria Healthcare, Inc. 2000 Stock Incentive Plan
Matria Healthcare, Inc. 1997 Stock Incentive Plan
Matria Healthcare, Inc. 1996 Stock Incentive Plan
Matria Healthcare, Inc. 2005 Directors’ Non-Qualified Stock Option Plan
Matria Healthcare, Inc. 2000 Directors’ Non-Qualified Stock Option Plan
Matria Healthcare, Inc. 1996 Directors’ Non-Qualified Stock Option Plan
MarketRing.Com, Inc. 1999 Stock Option and Stock Appreciation Rights Plan
(8) BBI Holdings Plc SAYE Share Option Scheme
BBI Holdings Plc Unapproved Share Option Scheme
BBI Holdings Plc EMI Scheme
Option Deeds between BBI Holdings Plc and David Evans dated April 28, 2004 and December 10, 2007
(9) Agora Parent, Inc. 2007 Stock Option and Grant Plan
Agora Parent, Inc. Preferred Stock Option Agreements dated April 2, 2007
(10) HemoSense, Inc. Amended and Restated 1997 Stock Plan
HemoSense, Inc. 2005 Equity Incentive Plan
(11) Cholestech Corporation 1997 Stock Incentive Program
Cholestech Corporation 1999 Nonstatutory Stock Option Plan
Cholestech Corporation 2000 Stock Incentive Program
(12) Biosite Incorporated Amended and Restated 1996 Stock Incentive Plan
Biosite Incorporated 2002 Nonqualified Stock Incentive Plan
(13) Ostex International, Inc. Amended and Restated Stock Option Plan
Ostex International, Inc. Amended and Restated 1994 Stock Option Plan
Ostex International, Inc. Amended and Restated Directors’ Nonqualified Stock Option Plan
(14) Ivc Industries, Inc. 1995 Stock Option Plan
Ivc Industries, Inc. Non-Employee Directors’ Stock Option Plan
Inverness Medical Innovations, Inc. Non-Qualified Stock Option Agreement for E. Joseph Edell
(15) Stock Option Agreements of Inverness Medical Technology, Inc.
(as assumed by Inverness Medical Innovations, Inc.):
The Selfcare, Inc. 1992 Stock Plan; the Selfcare, Inc. 1994 Incentive and Non-Qualified Stock Option Plan; the Selfcare, Inc. Amended and Restated 1996 Stock Option and Grant Plan, as amended; the Inverness Medical Technology, Inc. Amended and Restated 2000 Stock Option and Grant Plan; the Integ Incorporated (formerly Inomet, Inc.) 1991 Incentive and Stock Option Plan; the Integ Incorporated 1994 Long-Term Incentive and Stock Option Plan; and the Integ Incorporated 1996 Director’s Stock Option Plan
The Company is filing this Post-Effective Amendment to each of these Registration Statements to withdraw and remove from registration the registered but unissued securities issuable by the Company (including any predecessor company) pursuant to the above-referenced Registration Statements.
On October 3, 2017, pursuant to the Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017, by and among Abbott Laboratories, an Illinois Corporation (“Abbott”), the Company and Angel Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Abbott.
As a result of the Merger, the offerings of the Company’s securities pursuant to each of the above-referenced Registration Statements have been terminated. In accordance with the undertakings made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under each of the Registration Statements that remain unissued at the termination of the offerings, the Company hereby removes from registration the securities registered but unissued under each of the Registration Statements. Each of the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Abbott Park, State of Illinois, on this 3rd day of November, 2017.
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Alere Inc. | |
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By: |
/s/ Karen M. Peterson |
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Name: Karen M. Peterson |
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Title: Vice President and Treasurer |
*Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.