S-8 POS 1 fs8a2-072604.txt POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 As filed with the Securities and Exchange Commission on July 26, 2004 Registration No. 333-112422 -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDSOURCE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 52-2094496 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 110 Cheshire Lane, Suite 100 Minneapolis, Minnesota 55305 (Address of Principal Executive Offices) (Zip Code) 2001 Employee Stock Purchase Plan (Full title of the plan) Stewart A. Fisher Chief Financial Officer, Vice President, Treasurer and Secretary c/o UTI Corporation 200 West 7th Avenue Collegeville, Pennsylvania 19426 (Name and address of agent for service) (610) 489-0300 (Telephone number, including area code, of agent for service) Copies to: Christopher J. Walsh, Esq. Hogan & Hartson L.L.P. One Tabor Center, Suite 1500 1200 Seventeenth Street Denver, Colorado 80202 (303) 899-7300 DEREGISTRATION OF UNSOLD SECURITIES This Post-Effective Amendment No. 2 to Form S-8 Registration Statement relates to the Registration Statement on Form S-8 (File No. 333-112422), as amended (the "Registration Statement"), of MedSource Technologies, Inc. (the "Company") pertaining to 500,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), which was filed with the Securities and Exchange Commission and became effective on February 2, 2004. The Registration Statement registered 500,000 shares of Common Stock for sale pursuant to the Company's 2001 Employee Stock Purchase Plan (the "ESPP"). On June 28, 2004, the stockholders of the Company approved and adopted an Agreement and Plan of Merger, dated as of April 27, 2004 (the "Merger Agreement"), by and among the Company, Medical Device Manufacturing, Inc. ("MDMI") and Pine Merger Corporation ("Pine"), pursuant to which Pine would be merged with and into the Company (the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of MDMI upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware. The Certificate of Merger was filed with the Secretary of State of the State of Delaware, and the Merger became effective on June 30, 2004 (the "Effective Time"). Pursuant to the Merger Agreement, the ESPP was terminated at the Effective Time. As a result of the Merger and the termination of the ESPP, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on this 26 day of July, 2004. MEDSOURCE TECHNOLOGIES, INC. By: /s/ Stewart A. Fisher ----------------------------------- Stewart A. Fisher Chief Financial Officer, Vice President, Treasurer and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed on July 26, 2004 by the following persons in the capacities indicated. SIGNATURE TITLE /s/ Ron Sparks President, Chief Executive Officer ------------------------------- and Director Ron Sparks (Principal Executive Officer) /s/ Stewart A. Fisher Chief Financial Officer, ------------------------------- Vice President, Treasurer and Stewart A. Fisher Secretary (Principal Financial and Accounting Officer) /s/ Bruce L. Rogers Director ------------------------------- Bruce L. Rogers /s/ Steven D. Neumann Director ------------------------------- Steven D. Neumann