0001193125-12-336999.txt : 20120806 0001193125-12-336999.hdr.sgml : 20120806 20120806122729 ACCESSION NUMBER: 0001193125-12-336999 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120806 DATE AS OF CHANGE: 20120806 EFFECTIVENESS DATE: 20120806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDTOX SCIENTIFIC INC CENTRAL INDEX KEY: 0000739944 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 953863205 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-24371 FILM NUMBER: 121009059 BUSINESS ADDRESS: STREET 1: 402 WEST COUNTY ROAD D CITY: ST PAUL STATE: MN ZIP: 55112 BUSINESS PHONE: 6126367466 MAIL ADDRESS: STREET 1: 402 WEST COUNTY ROAD D CITY: ST PAUL STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: EDITEK INC DATE OF NAME CHANGE: 19940902 FORMER COMPANY: FORMER CONFORMED NAME: ENVIRONMENTAL DIAGNOSTICS INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 d389762ds8pos.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 August 6, 2012

Registration No. 333-24371

 

 

 

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

 

 

MEDTOX SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   95-3863205

(State or other jurisdiction of

incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

402 West County Road D  
St. Paul, MN   55112
(Address of Principal Executive Offices)   (Zip Code)

 

 

EDITEK, Inc. Qualified Employee Stock Purchase Plan

(Full title of the plan)

F. Samuel Eberts III

President and Secretary

MEDTOX Scientific, 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

875 Third Avenue

New York, NY 10022

(212) 918-3000

 

 

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

 

 

 


DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8 (333-24371), filed with the Securities and Exchange Commission on April 2, 1997 (the “Registration Statement”) by MEDTOX Scientific, Inc. (f/k/a Editek, Inc.), a Delaware corporation (the “Company”), relating to 350,000 shares reserved for issuance pursuant to the Company’s Qualified Employee Stock Purchase Plan.

On July 31, 2012, pursuant to an Agreement and Plan of Merger, dated June 3, 2012, by and among the Company, Laboratory Corporation of America Holdings, a Delaware corporation (“LabCorp”) and Mercer 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 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 August 6, 2012.

 

MEDTOX SCIENTIFIC, 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 or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his or her 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   August 6, 2012
F. Samuel Eberts III    (Principal Executive Officer)  
/s/ William B. Hayes    Executive Vice President and Treasurer   August 6, 2012
William B. Hayes   

(Principal Financial Officer and Principal

Accounting Officer)

 
/s/ Sandra D. van der Vaart    Assistant Secretary and Director   August 6, 2012
Sandra D. van der Vaart