0001193125-11-347370.txt : 20111220 0001193125-11-347370.hdr.sgml : 20111220 20111220165623 ACCESSION NUMBER: 0001193125-11-347370 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111220 DATE AS OF CHANGE: 20111220 EFFECTIVENESS DATE: 20111220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORCHID CELLMARK INC CENTRAL INDEX KEY: 0001107216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223392819 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-126227 FILM NUMBER: 111272552 BUSINESS ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097502200 MAIL ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: ORCHID BIOSCIENCES INC DATE OF NAME CHANGE: 20000217 S-8 POS 1 d272612ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

As filed with the Securities and Exchange Commission on December 20, 2011

Registration No. 333-126227

 

 

 

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

 

 

ORCHID CELLMARK INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   22-3392819

(State or other jurisdiction of

incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

 

 

 

4390 US Route One

Princeton, NJ

   08540
(Address of Principal Executive Offices)   (Zip Code)

 

 

Orchid Cellmark Inc.

Amended and Restated 2005 Stock Plan

(Full title of the plan)

F. Samuel Eberts III

President and Secretary

Orchid Cellmark Inc.

c/o Laboratory Corporation of America Holdings

358 South Main Street

Burlington, NC 27215

(Name and address of Agent for service)

(336) 229-1127

(Telephone number, including area code, of agent for service)

 

 

Copy to:

Michael J. Silver

John H. Booher

Hogan Lovells US LLP

100 International Drive, Suite 2000

Baltimore, Maryland 21202

(410) 659-2700

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (do not check if a smaller reporting company)    Smaller reporting company   x

 

 

 

DEREGISTATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (333-126227), filed with the Securities and Exchange Commission on June 29, 2005 (the “Registration Statement”) by Orchid Cellmark Inc. (f/k/a Orchid Biosciences, Inc.), a Delaware corporation (the “Company”), relating to 1,108,547 shares of the Company’s common stock, par value $0.001 per share, reserved for issuance pursuant to the Company’s Amended and Restated 2005 Stock Plan.

On December 15, 2011, pursuant to an Agreement and Plan of Merger dated April 5, 2011, as amended, between the Company, Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and OCM Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of LabCorp (“Purchaser”), Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a direct wholly owned subsidiary of LabCorp.

As a result of the Merger, the Company terminated the stock plan set forth above, the offering pursuant to the Registration Statement has been terminated and the Company ceased to be an independent, publicly traded company. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement.

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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, state of North Carolina, on December 20, 2011.

 

ORCHID CELLMARK INC.
By:  

/s/ F. Samuel Eberts III

Name:   F. Samuel Eberts III
Title:   President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints F. Samuel Eberts III and William B. Hayes, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer) to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.

 

Signature    Title   Date

/s/ F. Samuel Eberts III

    President, Secretary and Director   December 20, 2011
F. Samuel Eberts III    (Principal Executive Officer)  

/s/ William B. Hayes

    Executive Vice President and Treasurer   December 20, 2011
William B. Hayes   

(Principal Financial Officer and Principal

Accounting Officer)

  

/s/ Sandra D. van der Vaart

    Assistant Secretary and Director   December 20, 2011
Sandra D. van der Vaart