As filed with the Securities and Exchange Commission on May 1, 2023
Registration No. 333-261176
Registration No. 333-221651
Registration No. 333-208137
Registration No. 333-205578
Registration No. 333-200214
Registration No. 333-197350
Registration No. 333-197348
Registration No. 333-189858
Registration No. 333-189856
Registration No. 333-182669
Registration No. 333-182668
Registration No. 333-175703
Registration No. 333-175702
Registration No. 333-168684
Registration No. 333-168682
Registration No. 333-160610
Registration No. 333-160609
Registration No. 333-158987
Registration No. 333-158755
Registration No. 333-135954
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-261176
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-221651
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-208137
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-205578
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-200214
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197350
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197348
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-189858
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-189856
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-182669
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-182668
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-175703
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-175702
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168684
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168682
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160610
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160609
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-158987
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-158755
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135954
Under
the Securities Act of 1933
CARDIOVASCULAR SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 41-1698056 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
1225 Old Highway 8 Northwest
St. Paul, Minnesota 55112-6416
(Address of Principal Executive Office and Zip Code)
Cardiovascular Systems, Inc. Amended and Restated 2017 Equity Incentive Plan
Cardiovascular Systems, Inc. 2015 Employee Stock Purchase Plan
Cardiovascular Systems, Inc. 2014 Equity Incentive Plan
Cardiovascular Systems, Inc. Amended and Restated 2007 Equity Incentive Plan
Cardiovascular Systems, Inc. Amended and Restated 2006 Employee Stock Purchase Plan
Replidyne, Inc. 2006 Equity Incentive Plan
Replidyne, Inc. 2006 Employee Stock Purchase Plan
2003 Stock Option Plan of Cardiovascular Systems, Inc., a Minnesota corporation
(Full Titles of the Plans)
John A. McCoy, Jr.
President and Treasurer
Cardiovascular Systems, Inc.
1225 Old Highway 8 Northwest
St. Paul, Minnesota 55112-6416
(651) 259-1600
(Name, Address 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.
| Large accelerated filer | | x | | Accelerated filer | | o |
| Non-accelerated filer | | o | | Smaller reporting company | | o |
| | | | | 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 |
Explanatory Note
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment filed by Cardiovascular Systems, Inc. (the “Registrant”), relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by the Registrant, and is filed to withdraw and remove from registration the registered but unissued securities issuable by the Registrant pursuant to the Registration Statements:
| 5. | Registration Statement (File No. 333-200214), filed with the SEC on November 14, 2014, registering 2,030,000 shares of Common Stock issuable under the Cardiovascular Systems, Inc. 2014 Equity Incentive Plan, as amended by the Post-Effective Amendment No. 1 filed with the SEC on November 17, 2017 with respect to 1,057,523 shares of carryover shares of Common Stock available for issuance under the Cardiovascular Systems, Inc. 2017 Equity Incentive Plan. |
| 19. | Registration Statement (File No. 333-158755), filed with the SEC on April 24, 2009, registering 2,509,969 shares of Common Stock issuable under the Cardiovascular Systems, Inc. Amended and Restated 2007 Equity Incentive Plan and 2,102,828 shares of Common Stock issuable under the 2003 Stock Option Plan of Cardiovascular Systems, Inc., a Minnesota corporation (as assumed by the Registrant). |
| 20. | Registration Statement (File No. 333-135954), filed with the SEC on July 21, 2006, registering 1,899,671 shares of Common Stock issuable under the Replidyne, Inc. 2006 Equity Incentive Plan, 5,237,359 shares of Common Stock reserved for future grants under the Replidyne, Inc. 2006 Equity Incentive Plan, and 305,872 shares of Common Stock issuable under the Replidyne, Inc. 2006 Employee Stock Purchase Plan (as assumed by the Registrant). |
On April 27, 2023, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 8, 2023, by and among Abbott Laboratories, an Illinois corporation (“Parent”), Cobra Acquisition Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing under its name “Cardiovascular Systems, Inc.” as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
As a result of the Merger, the offerings of the Registrant’s securities pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby removes from registration all of the securities registered but unissued under the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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 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 May 1, 2023
| | CARDIOVASCULAR SYSTEMS, INC. |
| | | |
| | By: | /s/ John A. McCoy, Jr. |
| | | John A. McCoy, Jr. |
| | | President and Treasurer |
Pursuant to Rule 478 under the Securities Act of 1933, no other person is required to sign this Post-Effective Amendment.
