Post-effective Amendment to an S-8 Filing (s-8 Pos)
08 3월 2014 - 4:28AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
POST
EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT NO. 333-44377
UNDER
THE
SECURITIES ACT OF 1933
Food Technology Service, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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59-2618503
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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502 Prairie Mine Road
Mulberry, Florida 33860
(Address of principal executive offices)
1992 Incentive and Non-Statutory Stock Option Plan
(Full title of the plan)
Corey H. Grauer
Vice
President and Secretary
Food Technology Service, Inc.
502 Prairie Mine Road
Mulberry, Florida 33860
863-425-0039
(Name,
address telephone number, including area code, of agent for service)
Copies to:
William J. Schifino, Sr.
Burr & Forman, LLP
201 N. Franklin St., Suite 3200
Tampa, Florida 33602
813-221-2626
Indicate by check mark whether
the registrant is a large accelerated filer, and 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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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF UNSOLD SECURITIES
Food Technology Service, Inc. (the
Company
) is filing this Post-Effective Amendment No. 1 to the following registration statement on
Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Companys common stock, par value $0.01 per share (the
Common Stock
), and any other securities issuable by the Company pursuant to the
following registration statement:
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Registration Statement on Form S-8, File No. 333-44377, filed with the U.S. Securities and Exchange Commission (the SEC) on January 16, 1998, pertaining to the registration of 150,000 shares of
Common Stock for issuance under the Food Technology Service, Inc. 1992 Incentive and non-statutory stock option plan (the Registration Statement).
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Effective on March 5, 2014, pursuant to an Agreement and Plan of Merger (the
Merger Agreement
), dated as of December 5, 2013, by
and among the Company, Sterigenics U.S., LLC, a Delaware limited liability company (
Parent
), and Sterigenics Florida Acquisition Corp., a Delaware limited liability company and a direct wholly-owned subsidiary of Parent
(
Merger Sub
), the Merger Sub merged with and into the Company, with the Company surviving the merger as an indirect and wholly-owned subsidiary of Parent (the
Merger
).
In connection with the Merger, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statement. Accordingly,
pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is
filing this post-effective amendment to the Registration Statement to deregister all of such securities of the Company registered under the Registration Statement that remain unsold as of the date hereof, if any.
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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
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 Mulberry, State of Florida on
March 6, 2014.
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Food Technology Service, Inc.
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March 6, 2014
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By:
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/s/ Corey H. Grauer
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Name:
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Corey H. Grauer
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Title:
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Vice President & Secretary
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Food Technology Service (NASDAQ:VIFL)
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Food Technology Service (NASDAQ:VIFL)
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