Registration No. 333-153092
Registration No. 333-172730
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to Form S-3 Registration
Statement No. 333-153092
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-172730
UNDER THE SECURITIES ACT OF 1933
SIRONA DENTAL SYSTEMS,
INC.
(Exact name of registrant as specified in its charter)
Delaware |
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11-3374812 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
30-30 47th
Avenue, Suite 500
Long Island City, New York 11101
(718) 482-2011
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Jonathan Friedman, Esq.
General Counsel
30-30 47th
Avenue, Suite 500
Long Island City, New York 11101
(718) 482-2011
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Not Applicable
(Approximate date of commencement of proposed sale
to the public)
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ¨
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):
Large accelerated filer x |
Accelerated filer ¨ |
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Non-accelerated filer ¨ |
Smaller reporting company ¨ |
(Do note check if a smaller reporting
company)
DEREGISTRATION OF SECURITIES
Sirona Dental Systems, Inc., a Delaware corporation
(the “Company”), is filing with the United States Securities and Exchange Commission (the “SEC”)
these Post-Effective Amendments (these “Post-Effective Amendments”) in connection with the following Registration
Statements on Form S-3 (each a “Registration Statement,” and collectively, the “Registration Statements”
):
| · | Registration Statement on Form S-3 (No. 333-153092), filed with the SEC on August 20, 2008, as amended by Amendment No. 1 filed
on May 5, 2009, pertaining to the registration of 36,972,480 shares of the Company’s common stock, par value $0.01 per share;
and |
| · | Registration Statement on Form S-3 (No. 333-172730), filed with the SEC on March 10, 2011, pertaining
to the registration of 14,947,480 shares of the Company’s common stock, par value $0.01 per share. |
On February 29, 2016, the Company completed
its previously announced “merger of equals” strategic business combination with DENTSPLY International Inc., a Delaware
corporation (“DENTSPLY”) contemplated by that certain Agreement and Plan of Merger, dated as of September 15,
2015 (the “Merger Agreement”), by and among the Company, DENTSPLY, and Dawkins Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of DENTSPLY (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged
with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger
and a wholly owned subsidiary of DENTSPLY.
In connection with the Merger, the Company is
terminating all offerings of its securities pursuant to the Registration Statements. These Post-Effective Amendments to the Registration
Statements are being filed to deregister any and all securities previously registered under the Registration Statements that remain
unsold as of the date hereof.
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-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Long Island City, State of New York on February 29, 2016.
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Sirona Dental Systems, Inc. |
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By: |
/s/ Jonathan Friedman |
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Jonathan Friedman |
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Secretary and General Counsel |
No other person is required to sign these Post-Effective
Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
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