-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FfGJhdzaUW2OP+Z0oEROJH0SiOGgHZilBkgJceTZQActtMOtj9MUuX0QTOHOdRcj yy7q2Tju6QFhC2/PCBluIw== 0000950144-08-003840.txt : 20080509 0000950144-08-003840.hdr.sgml : 20080509 20080509060136 ACCESSION NUMBER: 0000950144-08-003840 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 EFFECTIVENESS DATE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIA HEALTHCARE INC CENTRAL INDEX KEY: 0001007228 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 582205984 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-126778 FILM NUMBER: 08815943 BUSINESS ADDRESS: STREET 1: 1850 PARKWAY PL STREET 2: 12TH FL CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 7707674548 MAIL ADDRESS: STREET 1: 1850 PARKWAY PLACE STREET 2: 12TH FL CITY: MARIETTA STATE: GA ZIP: 30067 S-8 POS 1 g13311bsv8pos.htm MATRIA HEALTHCARE, INC. MATRIA HEALTHCARE, INC.
 

As filed with the Securities and Exchange Commission on May 9, 2008.
Registration No. 333-126778
 
 
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
Matria Healthcare, Inc.
(Exact name of issuer as specified in its charter)
     
Delaware   20-2091331
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
1850 Parkway Place, 12th Floor    
Marietta, Georgia   30067
(Address of principal executive offices)   (Zip Code)
Matria Healthcare, Inc. 2005 Employee Stock Purchase Plan
(Full title of the plan)
Roberta L. McCaw, Esq.
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
(770) 767-4500
(Name, address and telephone number, including area code, of agent for service)
 
 

 

 

Deregistration of Unsold Securities
     Matria Healthcare, Inc. (the “Company”) previously registered 150,000 shares of the Company’s common stock, par value $.01 per share, together with associated common stock purchase rights (the “Securities”) on a Registration Statement on Form S-8 (Registration No. 333-126778) (the “Registration Statement”) filed with the Securities and Exchange Commission on July 21, 2005. The Securities were registered for issuance pursuant to the terms of the Matria Healthcare, Inc. 2005 Employee Stock Purchase Plan.
     On January 27, 2008, the Company, Inverness Medical Innovations, Inc. (“Inverness”), Milano MH Acquisition Corp., a wholly-owned subsidiary of Inverness (“Merger Sub”), and Milano MH Acquisition LLC, a wholly-owned subsidiary of Inverness, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that Merger Sub will merge with and into the Company with the Company continuing as the surviving entity as a wholly-owned Subsidiary of Inverness (the “Merger”). A Certificate of Merger was filed with the Delaware Secretary of State and the Merger became effective on May 9, 2008 (the “Merger Date”).
     As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement as of the Merger Date.

 

 

SIGNATURES
     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 its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Marietta, State of Georgia, on May 9, 2008.
         
 
  MATRIA HEALTHCARE, INC.
(Registrant)
 
        
 
  By:   /s/ Parker H. Petit
 
       
 
  Name:   Parker H. Petit
 
  Title:   Chairman and Chief Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this registration statement, as amended, has been signed by the following persons in the capacities and on the dates indicated.
         
Signatures   Title   Date
         
/s/ Parker H. Petit
 
Parker H. Petit		   Chairman of the Board and
Chief Executive Officer
(principal executive officer) 		  May 9, 2008
/s/ Jeffrey L. Hinton
 
Jeffrey L. Hinton		   Senior Vice President and
Chief Financial Officer
(principal financial officer) 		  May 9, 2008
/s/ Joseph A. Blankenship
 
Joseph A. Blankenship		   Vice President and Controller
(principal accounting officer) 		  May 9, 2008
/s/ Joseph G. Bleser
 
Joseph G. Bleser		   Director   May 9, 2008
/s/ J. Terry Dewberry
 
J. Terry Dewberry		   Director   May 9, 2008
/s/ Donald J. Lothrop
 
Donald J. Lothrop		   Director   May 9, 2008
/s/ Myldred H. Mangum
 
Myldred H. Mangum		   Director   May 9, 2008

 

 

         
/s/ Guy W. Millner
 
Guy W. Millner		   Director   May 9, 2008
/s/ Kaaren J. Street
 
Kaaren J. Street		   Director   May 9, 2008
/s/ Thomas S. Stribling
 
Thomas S. Stribling		   Director   May 9, 2008
/s/ Wayne P. Yetter
 
Wayne P. Yetter		   Director   May 9, 2008

 

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