As filed with the Securities and Exchange Commission on May 29, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-06297
REGISTRATION STATEMENT NO. 333-59379
REGISTRATION STATEMENT NO. 333-43296
REGISTRATION STATEMENT NO. 333-56284
REGISTRATION STATEMENT NO. 333-62130
REGISTRATION STATEMENT NO. 333-105140
REGISTRATION STATEMENT NO. 333-106409
REGISTRATION STATEMENT NO. 333-120932
REGISTRATION STATEMENT NO. 333-135399
REGISTRATION STATEMENT NO. 333-151488
REGISTRATION STATEMENT NO. 333-170308
Under the
Securities Act of 1933
ARTHROCARE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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94-3180312
(I.R.S. Employer
Identification No.)
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7000 West William Cannon, Building One
Austin, Texas 78735
Telephone: (512) 391-3900
(Address of Principal Executive Offices,
including Zip Code)
Incentive Stock Plan
Director Option Plan
Employee Stock Purchase Plan
ArthroCare Corp. 1993 Stock Plan
ArthroCare Corp. 1995 Director Option Plan
ArthroCare Corp. 1999 Nonstatutory Option Plan
ArthroCare Corporation 2003 Incentive Stock Plan
ArthroCare Corporation Amended and Restated 1996 Employee Stock Purchase Plan
ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan
(Full title of the plans)
David Fitzgerald
President and Chief Executive Officer
ArthroCare Corporation
7000 West William Cannon, Building One,
Austin, Texas 78735
(512) 391-3900
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Michael W. Hall
Joel H. Trotter
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, DC 20004-1304
(202) 637-2200
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Todd Newton
Senior Vice President and
Chief Financial Officer
7000 West William Cannon, Building One,
Austin, Texas 78735
(512) 391-3900
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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 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
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following registration statements (the “Registration Statements”) on Form S-8 previously filed by ArthroCare Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”):
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Registration Statement No. 333-06297, filed with the SEC on June 19, 1996, registering 1,380,388 shares of common stock of the Company, par vaue $0.001 per share (“Common Stock”) under the Incentive Stock Plan, 100,000 shares of Common Stock under the Director Option Plan and 145,699 shares of Common Stock under the Employee Stock Purchase Plan;
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Registration Statement No. 333-59379, filed with the SEC on July 17, 1998, registering 750,000 shares of Common Stock under the Incentive Stock Plan;
·
Registration Statement No. 333-43296, filed with the SEC on August 8, 2000, registering 800,000 shares of Common Stock under the ArthroCare Corp. 1993 Stock Plan and 290,000 shares of Common Stock under the ArthroCare Corp. 1995 Director Option Plan;
·
Registration Statement No. 333-56284, filed with the SEC on February 27, 2001, registering 1,650,000 shares of Common Stock under the ArthroCare Corp. 1999 Nonstatutory Option Plan;
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Registration Statement No. 333-62130, filed with the SEC on June 1, 2001, registering 200,000 shares of Common Stock under the ArthroCare Corp. 1999 Nonstatutory Option Plan;
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Registration Statement No. 333-105140, filed with the SEC on May 9, 2003, registering 250,000 shares of Common Stock under the Incentive Stock Plan, 100,000 shares of Common Stock under the Director Option Plan and 1,700,000 shares of Common Stock under the ArthroCare Corp. 1999 Nonstatutory Option Plan;
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Registration Statement No. 333-106409, filed with the SEC on June 24, 2003, registering 100,000 shares of Common Stock under the ArthroCare Corp. 1995 Director Option Plan and 500,000 shares of Common Stock under the ArthroCare Corporation 2003 Incentive Stock Plan;
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Registration Statement No. 333-120932, filed with the SEC on December 2, 2004, registering 150,000 shares of Common Stock under the ArthroCare Corporation Amended and Restated 1996 Employee Stock Purchase Plan and 750,000 shares of Common Stock under the ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan;
·
Registration Statement No. 333-135399, filed with the SEC on June 28, 2006, registering 1,250,000 shares of Common Stock under the ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan;
·
Registration Statement No. 333-151488, filed with the SEC on June 6, 2008, registering 1,200,000 shares of Common Stock under the ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan; and
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Registration Statement No. 333-170308, filed with the SEC on November 3, 2010, registering 2,200,000 shares of Common Stock under the ArthroCare Corporation Amended and Restated 2003 Incentive Stock Plan.
On May 29, 2014, pursuant to the Agreement and Plan of Merger, dated as of February 2, 2014 (the “Merger Agreement”), by and among the Company, Smith & Nephew, Inc., a Delaware corporation (“Parent”), Rosebud Acquisition Corporation, a Delaware corporation (“Merger Sub”) and Smith & Nephew plc, an English public limited company, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13 thereof, Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Parent.
In connection with the transactions contemplated by the Merger Agreement, the offerings of the Company’s securities pursuant to the Registration Statements have been terminated as of the date hereof. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company which had been registered for issuance but which remain unsold at the termination of the offering subject to the Registration Statements, the Company hereby removes from registration any and all securities registered under the Registration Statements that remain unsold as of the date hereof.
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