S-8 POS 1 ds8pos.htm S-8POS S-8POS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT NO. 333-119946

UNDER THE SECURITIES ACT OF 1933

 

 

VNUS Medical Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   94-3216535
(State or Other Jurisdiction of Incorporation)   (I.R.S. Employer Identification No.)

c/o Covidien

15 Hampshire Street

Mansfield, Massachusetts 02048

(Address of Principal Executive Offices)

 

 

VNUS Medical Technologies, Inc. 1995 Stock Plan

VNUS Medical Technologies, Inc. Amended and Restated 2000 Equity Incentive Plan

(Full Title of the Plans)

John H. Masterson

Senior Vice President and General Counsel

Covidien

15 Hampshire Street

Mansfield, Massachusetts 02048

(508) 261-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Please send copies of all communications to:

Paul Kinsella

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

 

 

 


DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 (this “Post Effective Amendment”) relates to the Registration Statement on Form S-8 (File No. 333-119946) (the “Registration Statement”) of VNUS Medical Technologies, Inc. (the “Registrant”), pertaining to the registration of an aggregate of 6,606,178 shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”), issuable under the Registrant’s Amended and Restated 2000 Equity Incentive Plan and the Registrant’s 1995 Stock Plan, which was filed with the Securities and Exchange Commission on October 25, 2004.

Pursuant to an Agreement and Plan of Merger dated as of May 7, 2009 among Covidien Group S.a.r.l., a Luxembourg Company, (“Covidien Group”), Covidien Delaware Corp., a Delaware corporation and a wholly owned subsidiary of Covidien Group (“Covidien DE”), and the Registrant, Covidien DE will be merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation. The Merger became effective on June 17, 2009.

In connection with the closing of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statement but sold under the Registration Statement.


SIGNATURE

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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, Commonwealth of Massachusetts, on June 18, 2009.

 

VNUS Medical Technologies, Inc.
By:   /S/ JOHN W. KAPPLES
Name:   John W. Kapples
Title:   Vice President & Secretary, Director

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on June 18, 2009.

 

SIGNATURE

  

TITLE

   

/S/ RICHARD J. MEELIA

  

Richard J. Meelia

President (Principal Executive Officer)

 

/S/ CHARLES J. DOCKENDORFF

  

Charles J. Dockendorff

Vice President (Principal Financial Officer)

 

/S/ RICHARD G. BROWN

  

Richard G. Brown

Vice President (Principal Accounting Officer)

 

/S/ KEVIN G. DASILVA

  

Kevin G. DaSilva

Vice President & Treasurer, Director

 

/S/ MATTHEW J. NICOLELLA

  

Matthew J. Nicolella

Director