POS AM 1 a2091212zposam.txt POS AM AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 2002 COMMISSION FILE NO. 333-38110 ================================================================================ 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 VISIBLE GENETICS INC. (Exact name of registrant as specified in its charter) ONTARIO 98-0194462 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 700 BAY STREET, SUITE 1000 TORONTO, ONTARIO CANADA M5G 1Z6 (416) 813-3240 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) 2000 EMPLOYEE SHARE OPTION PLAN (Full title of the plan) ---------- WILMER, CUTLER & PICKERING 2445 M STREET, NW WASHINGTON, DC 20037 ATTENTION: RICHARD W. CASS (202) 663-6000 (Name, address, including zip code, and a telephone number, including area code, of agent for service) ---------- ================================================================================ DEREGISTRATION OF SECURITIES A total of 1,000,000 common shares of Visible Genetics Inc., an Ontario corporation (the "Registrant") were registered under the Securities Act of 1933, as amended, by the filing and effectiveness of a Registration Statement on Form S-8 (File No. 333-38110) (the "Registration Statement"). The purpose of this Post-Effective Amendment No. 1 to the Registration Statement is to deregister and remove from registration such portion of the 1,000,000 common shares previously registered on the Registration Statement that have not been sold as of the date hereof. This action is due to the termination of the offering contemplated by the Registration Statement upon consummation of a transaction among the Registrant, Bayer Corporation, and 2014011 Ontario Inc., a wholly owned subsidiary of Bayer Corporation. Pursuant to that transaction, 2014011 Ontario Inc. acquired all the outstanding common shares and outstanding Series A Convertible Preferred Shares of the Registrant and amalgamated with the Registrant to form an amalgamated company ("Amalco"), which retained the corporate name Visible Genetics Inc., under the Business Corporations Act (Ontario). As a result of the transaction, Bayer Corporation owns all of the outstanding common shares of Amalco, the unexercised options pursuant to which common shares could be issued under the Registration Statement were canceled, and Amalco is the successor by amalgamation to the Registrant. No other shares of capital stock of Amalco are outstanding. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Visible Genetics Inc, as successor by amalgamation, 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 No. 1 to its Registration Statement of Form S-8 (Registration No. 333-38110) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on the 15th day of October 2002. VISIBLE GENETICS INC. By: /s/ Peter C. Knueppel ----------------------- Peter C. Knueppel President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement of Form S-8 (Registration No. 333-38110) has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Peter C. Knueppel President (principal executive October 15, 2002 ------------------------ officer) Peter C. Knueppel /s/ Thomas J. Clarke Chief Financial Officer October 15, 2002 ------------------------ (principal financial officer Thomas J. Clarke and principal accounting officer) /s/ Thomas Tithecott Director October 15, 2002 ------------------------ Thomas Tithecott Authorized Representative in the United States: WILMER, CUTLER & PICKERING October 15, 2002 By: /s/ Richard W. Cass -------------------- Richard W. Cass