As filed with the Securities and Exchange Commission on July 1, 2011
Registration No. 333-155275
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
BECKMAN COULTER, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-10109 | 95-104-0600 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
250 S. Kraemer Blvd.
Brea, California 92822
(714) 871-4848
(Address, including ZIP Code, and telephone number, including area code, of Registrants principal executive offices)
Jeffrey D. Linton
Senior Vice President and General Counsel
Beckman Coulter, Inc.
250 S. Kraemer Blvd.
Brea, California 92822
(714) 871-4848
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)
(Approximate date of commencement of proposed sale to the public: Not Applicable.)
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. x
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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x | Accelerated filer | ¨ | |||||
Non-accelerated filer |
¨ | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Post-Effective Amendment) relates to the Registration Statement on Form S-3, Registration No. 333-155275, (the Registration Statement) pertaining to the registration of an indeterminate amount of debt securities, common stock, preferred stock, depositary shares, warrants, securities issuable upon exchange or conversion of debt securities, preferred stock, depositary shares, and warrants, and rights to purchase participating preferred stock of Beckman Coulter, Inc. (the Company), which was originally filed with the Securities and Exchange Commission on November 12, 2008.
On February 6, 2011, the Company entered into an Agreement and Plan of Merger with Danaher Corporation, a Delaware corporation (Danaher), and Djanet Acquisition Corp., which, at the time, was a Delaware corporation and an indirect wholly-owned subsidiary of Danaher (Merger Sub) (such agreement, the Merger Agreement), pursuant to which Merger Sub was merged with and into the Company, and the Company became an indirect wholly-owned subsidiary of Danaher on June 30, 2011 (the Merger).
In connection with the Merger, the Company has terminated any offering of the Companys securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.
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-3 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 Brea, California, on July 1, 2011.
BECKMAN COULTER, INC. | ||
By: |
/s/ Charles P. Slacik | |
Name: Charles P. Slacik Title: Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by each of the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ J. Robert Hurley J. Robert Hurley |
President and Chief Executive Officer (Principal Executive Officer) |
July 1, 2011 | ||
/s/ Charles P. Slacik Charles P. Slacik |
Chief Financial Officer (Principal Financial Officer) |
July 1, 2011 | ||
/s/ Carolyn D. Beaver Carolyn D. Beaver |
Controller and Chief Accounting Officer (Principal Accounting Officer) |
July 1, 2011 | ||
/s/ Daniel L. Comas Daniel L. Comas |
Director | July 1, 2011 | ||
/s/ Robert S. Lutz Robert S. Lutz |
Director | July 1, 2011 |