File No. 333-162999
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
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
20-2533768
(I.R.S. employer identification no.)
P.O. Box 110526
4101 Research Commons
79 T.W. Alexander Drive
Research Triangle Park, North Carolina 27709
(Address of principal executive offices)
(Zip code)
2005 Stock Option and Incentive Plan
2009 Long-Term Incentive Plan
(Full title of the plan)
JOHN F. GAITHER, Jr.
Executive Vice President, General Counsel and Secretary
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.
P.O. Box 110526
4101 Research Commons
79 T.W. Alexander Drive
Research Triangle Park, North Carolina 27709
(Name and address of agent for service)
(919) 316-6300
(Telephone number, including area code, of agent for service)
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DEREGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-162999) of Talecris Biotherapeutics Holdings Corp. (the Company), pertaining to shares of its common stock, par value $0.01 per share (Shares) issuable to eligible employees of the Company under the 2005 Stock Option and Incentive Plan and the 2009 Long-Term Incentive Plan (collectively, the Plan).
At 2:01 p.m. on June 1, 2011 (the Reincorporation Effective Time), the Company merged with and into Stream Merger Sub, Inc. (Stream Merger Sub), a wholly owned subsidiary of the Company incorporated in Virginia, with Stream Merger Sub continuing as the surviving corporation (the Reincorporation Merger), immediately after which, at 2:02 p.m. on June 1, 2011 (the Effective Time), Grifols, Inc., a wholly owned subsidiary of Grifols, S.A., merged with and into Stream Merger Sub, with Stream Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Grifols, S.A. (the Merger and, together with the Reincorporation Merger, the Mergers).
As a result of the Mergers, the Company terminated all offerings of its Shares. No further securities will be offered, sold, or awarded under the Plan after the Effective Time. In accordance with an undertaking made by the Company to remove from registration, by means of a post-effective amendment, any Shares which remained unsold at the termination of the offering, the Company hereby removes from registration all Shares which remained unsold as of the Effective Time.
Item 8. Exhibits
Exhibit No. |
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Description |
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24.1 |
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Power of Attorney incorporated herein by reference to Exhibit 24.1 of Registrant's Registration Statement on Form S-8 filed on November 9, 2009. |
SIGNATURES
The Registrant.
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-8 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Research Triangle Park, State of North Carolina, on the 1st day of June, 2011.
TALECRIS BIOTHERAPEUTICS HOLDINGS CORP.
(Registrant)
By: /s/ John M. Hanson
Name: John M. Hanson
Title: Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 1st day of June, 2011.
Signature Title
* Chief Executive Officer (principal executive officer)
Lawrence D. Stern and Chairman of the Board of Directors
/s/ John M. Hanson Executive Vice President and
John M. Hanson Chief Financial Officer (principal accounting officer)
* Director
Richard A. Charpie
* Director
Paul N. Clark
* Director
W. Brett Ingersoll
* Director
James T. Lenehan
* Director
Steven F. Mayer
* Director
Kenneth J. Martin
* Director
Ruedi E. Waeger
EXHIBIT INDEX
Exhibit No. |
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Description |
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24.1 |
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Power of Attorney incorporated herein by reference to Exhibit 24.1 of Registrant's Registration Statement on Form S-8 filed on November 9, 2009. |
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