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

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-12-354943.txt : 20120814 0001193125-12-354943.hdr.sgml : 20120814 20120814133703 ACCESSION NUMBER: 0001193125-12-354943 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120814 DATE AS OF CHANGE: 20120814 EFFECTIVENESS DATE: 20120814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINCARE HOLDINGS INC CENTRAL INDEX KEY: 0000882235 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 510331330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-71159 FILM NUMBER: 121031422 BUSINESS ADDRESS: STREET 1: 19387 US 19 NORTH CITY: CLEARWATER STATE: FL ZIP: 33764 BUSINESS PHONE: 8135307700 MAIL ADDRESS: STREET 1: 19387 US 19 NORTH CITY: CLEARWATER STATE: FL ZIP: 33764 S-8 POS 1 d395284ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post-Effective Amendment No. 1 to Form S-8

Registration No. 333-71159

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Lincare Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware

51-0331330

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

19387 U.S. 19 North

Clearwater, Florida

33764

(Address of Principal Executive Offices)

(Zip Code)

Lincare Holdings Inc.

1998 Stock Plan

(Full title of the plan)

Paul G. Gabos

Chief Financial Officer

Lincare Holdings Inc.

19387 U.S. 19 North

Clearwater, FL 33764

(Name and address of agent for service)

(727) 530-7700

(Telephone number, including area code, of agent for service)

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 Exchange Act. (Check one):

TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1, filed by Lincare Holdings Inc., a Delaware corporation (the “Company”), relates to the Company’s Registration Statement on Form S-8 (File No. 333-71159) (the “Registration Statement”), which was filed with the Commission on January 26, 1999, pertaining to the registration of 1,000,000 shares of common stock, par value $0.01 per share, of the Company pursuant to the Company 1998 Stock Plan.

On August 13, 2012, pursuant to the Agreement and Plan of Merger, dated as of July 1, 2012 (the “Merger Agreement”), among Linde AG, a stock corporation organized under the laws of Germany (“Parent”), Linde US Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”), and the Company, Purchaser merged with and into the Company, with the Company continuing as the surviving corporation as a wholly owned indirect subsidiary of Parent.

In connection with the transactions contemplated by the Merger Agreement, the offering of the Company’s securities pursuant to the Registration Statement has been terminated as of the date hereof. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering subject to the Registration Statement, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date hereof.

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clearwater, State of Florida, on August 14, 2012.


LINCARE HOLDINGS INC.

By:		/S/ PAUL G. GABOS
		Paul G. Gabos Secretary, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ John P. Byrnes John P. Byrnes	Chief Executive Officer and Principal Executive Officer	August 14, 2012

/s/ Paul G. Gabos Paul G. Gabos	Secretary, Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer	August 14, 2012

/s/ Patrick F. Murphy Patrick F. Murphy	Director	August 14, 2012

/s/ Jens Luehring	Director	August 14, 2012
Jens Luehring

[Post-Effective Amendment No. 1 to Form S-8 filed January 26, 1999]