As filed with the Securities and Exchange
Commission on November 29, 2018
Registration No. 333-221818
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
Form S-3 Registration Statement No.
The Securities Act of 1933
(Exact Name of Registrant as Specified
in its Charter)
or Other Jurisdiction
Incorporation or Organization)
151 Farmington Avenue
Hartford, CT 06156
(Address, Including Zip Code, and Telephone
Number, Including Area Code,
of Registrant’s Principal Executive
Colleen M. McIntosh
Senior Vice President
151 Farmington Avenue
Hartford, CT 06156
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent for Service)
With copies to:
Robert M. Katz
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
Tel: (212) 848-4000
Approximate date of commencement of proposed
sale to the public: Not applicable.
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, 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
Smaller reporting company
Emerging growth company
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.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “
relates to the Registration Statement on Form S-3 (File Number 333-221818) filed by Aetna Inc., a Pennsylvania corporation (“
with the U.S. Securities and Exchange Commission on November 30, 2017 (the “
registered for sale an unspecified amount of Aetna’s debt securities, common shares, preferred shares, purchase contracts,
warrants to purchase common stock, warrants to purchase preferred stock, warrants to purchase debt securities and units that may
include any of the above securities or securities of other entities (collectively, the
), and removes
from registration all Securities previously registered under the Registration Statement that have not been sold or otherwise issued
as of the date of this Amendment.
On November 28, 2018, CVS Health Corporation,
a Delaware corporation (“
”), completed its acquisition of Aetna. Pursuant to the terms of the previously
announced Agreement and Plan of Merger, dated as of December 3, 2017 (the “
”), by and among
CVS Health, Hudson Merger Sub Corp. (“
”), a wholly owned subsidiary of CVS Health, and Aetna, Merger
Sub merged with and into Aetna (the “
”), with Aetna continuing as the surviving company of the Merger
and as a wholly owned subsidiary of CVS Health.
At the effective time of the Merger (the
”), (a) each of Aetna’s common shares issued and outstanding immediately prior to
the Effective Time (other than Aetna common shares held by Aetna as treasury stock or owned by CVS Health or any of its subsidiaries
in a fiduciary, representative or other capacity on behalf of other persons) was cancelled and automatically converted into the
right to receive (i) 0.8378 fully paid and non-assessable shares of CVS Health common stock and (ii) $145.00 in cash
without interest thereon, and (b) equity awards relating to Aetna common shares were treated in accordance with the Merger
As a result of the Merger, Aetna has terminated
any and all offerings of Aetna’s securities pursuant to the Registration Statement. In accordance with an undertaking made
by Aetna in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any
of the securities registered for issuance that remain unsold at the termination of the offering, Aetna hereby removes from registration
any and all of the securities of Aetna registered under the Registration Statement that remain unsold as of the date of this Amendment,
and hereby terminates the effectiveness of the Registration Statement.
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on November 29, 2018.
/s/ Heather Dixon
Vice President, Controller and Chief
No other person is required
to sign this Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.