0001193125-16-647098.txt : 20160713 0001193125-16-647098.hdr.sgml : 20160713 20160713124803 ACCESSION NUMBER: 0001193125-16-647098 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160713 DATE AS OF CHANGE: 20160713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LDR HOLDING CORP CENTRAL INDEX KEY: 0001348324 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 203933262 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-199882 FILM NUMBER: 161765280 BUSINESS ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78750 BUSINESS PHONE: 512-344-3333 MAIL ADDRESS: STREET 1: 13785 RESEARCH BOULEVARD STREET 2: SUITE 200 CITY: AUSTIN STATE: TX ZIP: 78750 POS AM 1 d213752dposam.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 Post-Effective Amendment No. 1 to Form S-3

As filed with the Securities and Exchange Commission on July 13, 2016

Registration No. 333-199882

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LDR HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-3933262
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

345 East Main Street

Warsaw, Indiana 46580

Telephone: (574) 267-6131

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Chad F. Phipps

Senior Vice President and Secretary

LDR Holding Corporation

345 East Main Street

Warsaw, Indiana 46580

Telephone: (574) 267-6131

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

 

 

copies to:

Morton A. Pierce, Esq.

Chang-Do Gong, Esq.

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

(212) 819-8200

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

 

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

 

 

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), of LDR Holding Corporation (the “Company”):

Registration Statement No. 333-199882, originally filed with the Securities and Exchange Commission on November 5, 2014 (as amended by Amendment No. 1 filed on December 3, 2014).

On July 13, 2016, pursuant to an Agreement and Plan of Merger, dated as of June 6, 2016, by and among Zimmer Biomet Holdings, Inc., a Delaware corporation (“Zimmer Biomet”), LH Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Zimmer Biomet (“Merger Sub”), and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Zimmer Biomet.

As a result of the Merger, any offering pursuant to the Registration Statement has been terminated. 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 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-3 and has duly caused this Post-Effective Amendment to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warsaw, State of Indiana on the 13th day of July, 2016.

 

LDR HOLDING CORPORATION
By:  

/s/ Chad F. Phipps

  Name: Chad F. Phipps
  Title: Senior Vice President and Secretary

 

Signature

  

Title

 

Date

/s/ Adam R. Johnson

   Group President   July 13, 2016
Adam R. Johnson    (Principal Executive Officer)  

/s/ Daniel P. Florin

   Senior Vice President and Director   July 13, 2016
Daniel P. Florin    (Principal Financial Officer)  

/s/ Tony W. Collins

   Vice President and Controller   July 13, 2016
Tony W. Collins    (Principal Accounting Officer)  

/s/ Chad F. Phipps

   Director   July 13, 2016
Chad F. Phipps