- Post-Effective Amendment to Registration Statement (POS AM)
04 7월 2012 - 5:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ERESEARCHTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1818 Market Street
Philadelphia, PA 19103
(215) 972-0420
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22-3264604
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address, including Zip Code, and Telephone Number,
including Area Code of Registrants Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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Keith D. Schneck
Executive Vice President and
Chief Financial Officer
eResearchTechnology, Inc.
1818 Market Street
Philadelphia, PA 19103
(215) 972-0420
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Scott R. Haber
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111
(415) 391-0600
Approximate date of commencement
of proposed sale to the public: Not Applicable
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
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If any of the
securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box.
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If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.
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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. (Check one):
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Small reporting company
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DEREGISTRATION OF SECURITIES
On October 4, 1999, the Registrant filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-3, Registration No. 333-88361 (the
Registration Statement), for the sale by certain of the shareholders of the Registrant of up to an aggregate of 2,678,000 shares of common stock, par value $0.01 per share, of the Registrant.
On July 3, 2012, pursuant to the terms of the Agreement and Plan of Merger (the Merger Agreement), dated as of April 9, 2012, by
and among the Registrant, Explorer Holdings, Inc. and Explorer Acquisition Corp., a wholly-owned subsidiary of Explorer Holdings, Inc., Explorer Acquisition Corp. merged with and into the Registrant, and the Registrant became a wholly-owned
subsidiary of Explorer Holdings, Inc. (the Merger). As a result of the Merger, the offerings pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by the Registrant in the Registration
Statement to remove from registration, by means of a post-effective amendment, any of the Securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration
the common stock registered but unsold under the Registration Statement.
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 this Post-Effective
Amendment No. 1 to Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, State of Pennsylvania, on the 3rd day of
July, 2012.
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ERESEARCHTECHNOLOGY, INC.
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By:
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/s/ Jeffrey S. Litwin, MD
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Name: Jeffrey S. Litwin, MD
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Title: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Jeffrey S. Litwin, MD
Jeffrey S. Litwin, MD
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President and Chief Executive Officer
(Principal Executive Officer)
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July 3, 2012
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/s/ Keith D. Schneck
Keith D. Schneck
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Executive Vice President, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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July 3, 2012
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/s/ Robert J. Weltman
Robert J. Weltman
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Director
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July 3, 2012
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Eresearch Technology Inc. (MM) (NASDAQ:ERT)
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Eresearch Technology Inc. (MM) (NASDAQ:ERT)
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