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0000950123-09-066099.txt : 20091125 0000950123-09-066099.hdr.sgml : 20091125 20091125140008 ACCESSION NUMBER: 0000950123-09-066099 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREE & CLEAR INC CENTRAL INDEX KEY: 0001355945 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34560 FILM NUMBER: 091207777 BUSINESS ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 2100 CITY: SEATTLE STATE: WA ZIP: 98104 BUSINESS PHONE: 2068762100 MAIL ADDRESS: STREET 1: 999 THIRD AVENUE STREET 2: SUITE 2100 CITY: SEATTLE STATE: WA ZIP: 98104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tapestry Medical, Inc. CENTRAL INDEX KEY: 0001476822 IRS NUMBER: 200391730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-34561 FILM NUMBER: 091207778 BUSINESS ADDRESS: STREET 1: 6465 NATIONAL DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 BUSINESS PHONE: 781-314-4000 MAIL ADDRESS: STREET 1: 6465 NATIONAL DRIVE CITY: LIVERMORE STATE: CA ZIP: 94550 8-A12B 1 b78228e8va12b.htm INVERNESS MEDICAL, INC. e8va12b

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

FREE & CLEAR, INC.

(Exact name of registrant as specified in its charter)


Delaware		20-0231080

(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

51 Sawyer Road, Suite 200 Waltham, MA		02453

(Address of principal executive offices)		(Zip Code)

TAPESTRY MEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		20-0391730

(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

51 Sawyer Road, Suite 200 Waltham, MA		02453

(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered

Guarantee of 9.00% Senior Subordinated Notes due 2016 of Inverness Medical Innovations, Inc.		New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

Securities Act registration statement file number to which this form relates:

Securities to be registered pursuant to Section 12(g) of the Act: None

TABLE OF CONTENTS


	Item 1. Description of Registrant’s Securities to be Registered
	Item 2. Exhibits
SIGNATURE
Ex-4.7 Fifth Supplemental Indenture dated as of November 25, 2009

Explanatory Note

On May 12, 2009, Inverness Medical Innovations, Inc., a Delaware corporation (“Inverness”), issued its 9.00% senior subordinated notes due 2016 (the “Notes”), which were guaranteed (the “Guarantees”) by certain of its wholly owned subsidiaries (the “Original Guarantors”) pursuant to an indenture dated May 12, 2009 between Inverness and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated May 12, 2009 among Inverness, the Trustee and the Original Guarantors, as further supplemented by a second supplemental indenture dated June 9, 2009 among Inverness, the Trustee, the Original Guarantors and Matria of New York, Inc., a wholly owned subsidiary of Inverness (“Matria”), as guarantor, as further supplemented by a third supplemental indenture dated August 4, 2009 among Inverness, the Trustee, the Original Guarantors, Matria, GeneCare Medical Genetics Center, Inc., a wholly owned subsidiary of Inverness (“GeneCare”) and Alere CDM LLC, a wholly owned subsidiary of Inverness (“Alere”), collectively as guarantors, and as further supplemented by a fourth supplemental indenture dated September 22, 2009 among Inverness, the Trustee, the Original Guarantors, Matria, GeneCare, Alere, and ZyCare, Inc., a wholly owned subsidiary of Inverness (“ZyCare”), as guarantor (together, the “Indenture”). The Notes, the Guarantees, the Guarantee of Matria (the “Matria Guarantee”), the Guarantee of GeneCare (the “GeneCare Guarantee”), the Guarantee of Alere (the “Alere Guarantee”), and the Guarantee of ZyCare (the “ZyCare Guarantee”) are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a registration statement on Form 8-A filed on May 12, 2009, with respect to the Notes and the Guarantees, a registration statement on Form 8-A filed on June 9, 2009, with respect to the Matria Guarantee, a registration statement on Form 8-A filed on August 4, 2009, with respect to the GeneCare Guarantee and the Alere Guarantee, and a registration statement on Form 8-A filed on September 24, 2009 with respect to the ZyCare Guarantee. The terms of the Indenture provide that certain subsidiaries of Inverness must become guarantors of the Notes. On November 25, 2009, Inverness, the Trustee, the Original Guarantors, Matria, GeneCare, ZyCare, and the registrants, each a wholly owned subsidiary of Inverness, entered into a fifth supplemental indenture whereby the registrants agreed to guarantee the obligations of Inverness under the Notes on the same basis as the other Original Guarantors, Matria, GeneCare, Alere, and ZyCare. This registration statement on Form 8-A is being filed by the registrants in order to register its Guarantee under Section 12(b) of the Exchange Act to the same extent as the Original Guarantors, Matria, GeneCare, Alere, and ZyCare.

Item 1. Description of Registrant’s Securities to be Registered.

The description of the registrants’ Guarantees is set forth under (a) the section captioned “Description of Debt Securities and Subsidiary Guarantees We May Offer” in the prospectus dated May 1, 2009 filed by Inverness and the Original Guarantors on May 4, 2009 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which is a part of the registration statement on Form S-3 (No. 333-158542) filed by Inverness, the Original Guarantors and Matria, as supplemented by (b) the section captioned “Description of Notes” in the prospectus supplement dated May 7, 2009 filed by Inverness and the Guarantors on May 8, 2009 pursuant to

Rule 424(b) under the Securities Act of 1933, as amended, which descriptions are incorporated by reference into this registration statement and deemed to be a part hereof.

Item 2. Exhibits.

4.1		Indenture dated May 12, 2009 among Inverness Medical Innovations, Inc., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Inverness’ Current Report on Form 8-K dated May 12, 2009)

4.2		Supplemental Indenture dated May 12, 2009 among Inverness Medical Innovations, Inc., as issuer, the co-registrant guarantor subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Inverness’ Current Report on Form 8-K dated May 12, 2009)

4.3		Form of 9.00% Senior Subordinated Note due 2016 of Inverness Medical Innovations, Inc. (included in Exhibit 4.2 above)

4.4		Second Supplemental Indenture dated as of June 9, 2009 among Inverness Medical Innovations, Inc., as issuer, Matria of New York, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.4 to Matria of New York’s Registration Statement on Form 8-A dated June 9, 2009)

4.5		Third Supplemental Indenture dated as of August 4, 2009 among Inverness Medical Innovations, Inc., as issuer, GeneCare Medical Genetics Center, Inc. and Alere CDM LLC, collectively as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.5 to GeneCare Medical Genetics Center, Inc. and Alere CDM LLC’s Registration Statement on Form 8-A dated August 4, 2009)

4.6		Fourth Supplemental Indenture dated as of September 22, 2009 among Inverness Medical Innovations, Inc., as issuer, ZyCare, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.6 to ZyCare, Inc.’s Registration Statement on Form 8-A dated September 24, 2009)

4.7		Fifth Supplemental Indenture dated as of November 25, 2009 among Inverness Medical Innovations, Inc., as issuer, Free & Clear, Inc. and Tapestry Medical, Inc., collectively as guarantors, and U.S. Bank National Association, as trustee

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


FREE & CLEAR, INC. (Registrant)
By:	/s/ David A. Teitel
	Name:	David A. Teitel
	Title:	Vice President, Finance and Treasurer

TAPESTRY MEDICAL, INC. (Registrant)
By:	/s/ David A. Teitel
	Name:	David A. Teitel
	Title:	Vice President, Finance

Date: November 25, 2009

EX-4.7 2 b78228exv4w7.htm EX-4.7 FIFTH SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 25, 2009 exv4w7

Exhibit 4.7

FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 25, 2009, among FREE & CLEAR, INC. and TAPESTRY MEDICAL, INC. (the “New Guarantors”), Subsidiaries of Inverness Medical Innovations, Inc. (or its successor) (the “Issuer”), INVERNESS MEDICAL INNOVATIONS, INC., a Delaware corporation, each of the Guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH:

WHEREAS the Issuer has heretofore executed and delivered to the Trustee an Indenture dated as of May 12, 2009, as amended, supplemented and modified by a First Supplemental Indenture dated as of May 12, 2009, a Second Supplemental Indenture dated as of June 9, 2009, a Third Supplemental Indenture dated as of August 4, 2009, and a Fourth Supplemental Indenture dated as of September 22, 2009 (as so supplemented, the “Indenture”), by and among the Issuer, the Existing Guarantors and the Trustee, providing for the issuance of 9.00% Senior Subordinated Notes due 2016 (the “Notes”);

WHEREAS Section 4.13 of the Indenture provides that under certain circumstances the Issuer is required to cause each of the New Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which each of the New Guarantors shall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes pursuant to a guarantee on the terms and conditions set forth herein; and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the New Guarantors, the Trustee, the Issuer and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

SECTION 1. Definitions. For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

SECTION 2. Agreement to Guarantee. Each of the New Guarantors hereby unconditionally and irrevocably agrees, jointly and severally with all other Guarantors, to guarantee the Issuer’s obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article Eleven of the Indenture and to be bound by all other applicable provisions of the Indenture.

SECTION 3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This

Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 4. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, but without giving effect to applicable principles of conflicts of laws to the extent that the application of the laws of another jurisdiction would be required thereby.

SECTION 5. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

SECTION 6. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 7. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


NEW GUARANTORS: FREE & CLEAR, INC., as a New Guarantor
By:	/s/ David A. Teitel
	Name:	David A. Teitel
	Title:	Vice President, Finance and Treasurer

TAPESTRY MEDICAL, INC., as a New Guarantor
By:	/s/ David A. Teitel
	Name:	David A. Teitel
	Title:	Vice President, Finance

ISSUER: INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ David A. Teitel
	Name:	David A. Teitel
	Title:	Chief Financial Officer and Treasurer