Registration No. 333-122744
As
filed with the Securities and Exchange Commission on April 1, 2008
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
E-Z-EM, Inc.
(Exact name of Registrant, as Specified in Its Charter)
Delaware
|
|
11-1999504
|
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer)
Identification No.)
|
1111 Marcus Avenue, Lake Success, New York
(Address of Principal Executive Offices)
E-Z-EM, Inc. 2004 Stock and Incentive Award
Plan
(Full
Title of the Plans)
Anthony Lombardo
President and Chief Executive Officer
E-Z-EM, Inc.
1111 Marcus Avenue, Lake Success, New York
11042
(Name
and Address of Agent For Service)
(516) 333-8230
(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, 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.
Large
accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
(Do not check if a smaller
reporting company)
Smaller
reporting company
o
EXPLANATORY NOTE:
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on February 11, 2005
(Registration No. 333-122744) (the “Registration Statement”) deregisters
shares of common stock of E-Z-EM, Inc. (the “Company”), par value $0.10 per
share, that had been registered for issuance under the E-Z-EM, Inc. 2004 Stock and
Incentive Award Plan.
Pursuant to an Agreement and Plan of Merger, dated as of October 30,
2007, by and among Bracco Diagnostics, Inc. (“Bracco”), Eagle Acquisition
Sub, Inc. (“Merger Sub”), the Company and Bracco Imaging S.p.A. (for the
limited purposes set forth therein), Merger Sub merged with and into the Company with
the Company continuing as the surviving corporation and as a wholly owned subsidiary of
Bracco (the “Merger”). At the effective time of the Merger, (i) each of the
shares of common stock of the Company issued and outstanding immediately prior to the
effective time (other than shares held in the treasury of the Company or owned by
Bracco, Merger Sub, or any of their respective direct or indirect wholly owned
subsidiaries, or shares held by any stockholders exercising appraisal rights by
following the procedures of Section 262 of the General Corporation Law of the State of
Delaware) was canceled and converted into the right to receive $21.00 in cash per share
(the “Merger Consideration”) (without interest and less any required tax
withholdings) and (ii) each option to purchase shares of the Company’s common
stock outstanding immediately prior to the effective time of the Merger was cancelled,
and the holder thereof became entitled to receive an amount (without interest and less
any required tax withholdings) in cash equal to the product of (A) the excess, if any,
of the Merger Consideration over the exercise price per share of the Company’s
common stock underlying such option multiplied by (B) the number of shares of the
Company’s common stock subject to such option, whether or not vested or
exercisable. As a result of the consummation of the Merger, which took place on April
1, 2008, the Company has terminated all offerings of its common stock pursuant to
existing registration statements, including the Registration Statement, and the Company
hereby removes from registration all shares of its common stock registered under the
Registration Statement that remain unsold as of the effective time of the
Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 be signed on its behalf by the undersigned, thereunto duly
authorized, on this 1
st
day of April, 2008.
E-Z-EM, Inc.
By:
/s/ Anthony
Lombardo
Name: Anthony Lombardo
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 has been signed below by the following person
in the capacity and on the date indicated.
Signature
|
Title
|
Date
|
|
|
|
/s/ Carlo G. Medici
|
Director
|
April 1, 2008
|
Carlo G. Medici
|
|
|