Post-Effective Amendment No. 1 to Form S-8

0001193125-10-158642.txt : 20100714 0001193125-10-158642.hdr.sgml : 20100714 20100714125739 ACCESSION NUMBER: 0001193125-10-158642 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100714 DATE AS OF CHANGE: 20100714 EFFECTIVENESS DATE: 20100714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ev3 Inc. CENTRAL INDEX KEY: 0001318310 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 320138874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-167103 FILM NUMBER: 10951715 BUSINESS ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 BUSINESS PHONE: (763) 398-7000 MAIL ADDRESS: STREET 1: 9600 54TH AVENUE NORTH STREET 2: SUITE 100 CITY: PLYMOUTH STATE: MN ZIP: 55442-2111 S-8 POS 1 ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT NO. 333-167103

UNDER

THE SECURITIES ACT OF 1933

ev3 Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		32-0138874
(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)

ev3 Inc. Third Amended and Restated 2005 Incentive Plan

(Full Title of the Plan)

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. 333-167103) (the “Registration Statement”) of ev3 Inc. (the “Registrant”), pertaining to the registration of an aggregate of 6,500,000 shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”), issuable under the Registrant’s ev3 Inc. Third Amended and Restated 2005 Incentive Plan, which was filed with the Securities and Exchange Commission on May 26, 2010.

Pursuant to an Agreement and Plan of Merger dated as of June 1, 2010 among Covidien Group S.a.r.l., a Luxembourg Company, (“Parent”), COV Delaware Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation, on July 12, 2010.

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 July 14, 2010.


ev3 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 July 14, 2010.


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 Vice President & Assistant Secretary, Director