- Post-Effective Amendment to an S-8 filing (S-8 POS)
October 20 2011 - 5:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 20, 2011
Registration Nos. 333-112628
333-49387
333-49385
333-06013
333-82710
UNITED STATES
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
ALLIED HEALTHCARE INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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New York
(State or other jurisdiction
of incorporation or organization)
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13-3098275
(I.R.S. Employer
Identification No.)
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245 Park Avenue
New York, New York 10167
(Address of principal executive offices) (Zip Code)
Allied Healthcare International Inc. 2002 Stock Option Plan
Transworld Healthcare, Inc. 401(k) Profit Sharing Plan
Transworld Home HealthCare, Inc. Amended 1992 Stock Option Plan
(Full title of the plans)
Marvet Abbassi
Financial Controller
Allied Healthcare International Inc.
245 Park Avenue
New York, New York 10167
(Name and address of agent for service)
(212) 750-0064
(Telephone number, including area code, of agent for service)
Copy to:
David K. Lakhdhir, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Alder Castle, 10 Noble Street
London EC2V 7JU
United Kingdom
Tel: 44 20 7367 1600
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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Non accelerated filer
¨
(Do not check if a smaller
reporting company)
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Smaller reporting
company
¨
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EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-8 (this
Post-Effective Amendment
) is
being filed by Allied Healthcare International Inc. (the
Company
) to amend the following
registration statements filed by the Company with the Securities and Exchange Commission
(collectively, the
Registration Statements
):
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Registration Statement on Form S-8 filed on February 9, 2004 (Registration No.
333-112628);
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Registration Statement on Form S-8 filed on April 3, 1998 (Registration No.
333-49387);
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Registration Statement on Form S-8 filed on April 3, 1998 (Registration No.
333-49385);
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Registration Statement on Form S-8 filed on June 14, 1996 (Registration No.
333-06013); and
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Registration Statement on Form S-8 filed on August 11, 1994, as amended by Amendment
No. 1 to Form S-8 filed on September 28, 1994 (Registration No. 333-82710).
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On October 20, 2011, pursuant to an Agreement and Plan of Merger dated as of July 28, 2011, by
and among Saga Group Limited (
Parent
), AHL Acquisition Corp., a wholly-owned subsidiary
of Parent (
Merger Sub
), and the Company, Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving entity and a wholly-owned
subsidiary of Parent. As a result of the Merger, all shares of common stock, par value $0.01 per
share, of the Company (
Common Stock
) are owned by Parent.
The Company hereby removes from registration all shares of Common Stock and other securities
of the Company that remain unsold under the Registration Statements as of the date of this
Post-Effective Amendment and terminates the effectiveness of the Registration Statements.
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 No. 1 to Form S-8 be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New
York on October 20, 2011.
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ALLIED HEALTHCARE INTERNATIONAL INC.
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By:
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/s/ Marvet Abbassi
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Name:
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Marvet Abbassi
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Title:
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Financial Controller
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to Form S-3 in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
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