Hemosense Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
07 11월 2007 - 6:55AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 6, 2007
Registration No. 333-139067
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
HEMOSENSE, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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77-0452938
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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651 River Oaks Parkway
San Jose, California 95134
(408) 719-1393
(Address including zip code, and telephone number, including area code, of principal executive offices)
2005 EQUITY INCENTIVE PLAN
(Full title of the plan)
James D. Merselis
President and Chief Executive Officer
HemoSense, Inc.
651 River Oaks Parkway
San Jose, California 95134
(408) 719-1393
(Name, address, and
telephone number, including area code, of agent for service)
The Registration Statement on Form S-8 (Registration No. 333-139067) (the Registration
Statement) of HemoSense, Inc. (HemoSense) pertaining to the registration of certain shares of HemoSenses common stock, $0.001 par value per share (HemoSense Common Stock), issuable to eligible employees, directors
and consultants of HemoSense under its 2005 Equity Incentive Plan, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on December 1, 2006.
HemoSense, Inverness Medical Innovations, Inc. (Inverness) and Spartan Merger Sub, Inc., a wholly owned subsidiary of Inverness (Merger
Sub), entered into an Agreement and Plan of Reorganization, dated as of August 6, 2007 (the Merger Agreement), that provides for, among other things, the merger of Merger Sub with and into HemoSense, with HemoSense surviving
as a wholly owned subsidiary of Inverness, and the conversion of each outstanding share of HemoSense Common Stock into the right to receive 0.274192 shares of common stock, par value $0.001 per share, of Inverness (the Merger).
The Merger was completed on November 6, 2007.
As a result of the Merger, HemoSense has terminated all offerings of HemoSense Common Stock pursuant to its existing registration statements, including the Registration Statement. Accordingly, HemoSense hereby
removes from registration all shares of HemoSense Common Stock registered under the Registration Statement which remain unsold as of the time of the Merger.
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 San Jose, California, on November 6, 2007.
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H
EMOSENSE
, I
NC
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By:
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/s/ James D. Merselis
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James D. Merselis
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President and Chief Executive Officer
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Hemosense (AMEX:HEM)
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Hemosense (AMEX:HEM)
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