As filed with the Securities and Exchange Commission on August 8, 2011
Registration No. 333-134368
Registration No. 333-83636
Registration No. 333-170257
Registration No. 333-165872
Registration No. 333-174267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
OPHTHALMIC IMAGING SYSTEMS
(Exact Name of Registrant as Specified in Its Charter)
California | 94-3035367 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
221 Lathrop Way, Suite I
Sacramento, California 95815
(Address, Include Zip Code, of Principal Executive Offices)
2011 STOCK OPTION PLAN,
2010 STOCK OPTION PLAN,
2009 STOCK OPTION PLAN,
2005 STOCK OPTION PLAN,
2003 STOCK OPTION PLAN, and
2000 STOCK OPTION PLAN
(Full Title of the Plans)
Jeffrey A. Surges
Chief Executive Officer
Merge Healthcare Incorporated
200 E. Randolph Street, 24th Floor
Chicago, Illinois 60601-6436
(Name and address of agent for service)
(312) 565-6868
(Telephone number, including area code of agent for service)
EXPLANATORY NOTE
Pursuant to Rule 429 of the Securities Act of 1933, as amended (the Securities Act), Ophthalmic Imaging Systems (the Registrant) is filing this Post-Effective Amendment to Form S-8 to deregister all remaining securities originally registered by the Registrant pursuant to its Registration Statements on Form S-8 (Commission File Nos. 333-134368, 333-83636, 333-170257, 333-165872 and 333-174267 and referred to herein as the Registration Statements) with respect to shares of the Registrants common stock (the Common Stock) thereby registered for offer, sale or resale pursuant to the Registrants 2011 Stock Option Plan, 2010 Stock Option Plan, 2009 Stock Option Plan, 2005 Stock Option Plan, 2003 Stock Option Plan and 2000 Stock Option Plan (the Plans).
On August 4, 2011, Merge Healthcare Incorporated (Merge) completed its acquisition (the Merger) of the Registrant pursuant to an Agreement and Plan of Merger, dated as of June 5, 2011, by and among Merge, the Registrant and ES Acquisition Corp., a California corporation and wholly-owned subsidiary of Merge (Merger Sub). As a result of the Merger, the separate corporate existence of Merger Sub ceased, the Registrant became a wholly-owned subsidiary of Merge and the Registrants common stock ceased being quoted on the OTC Bulletin Board.
As a result of the Merger, the Registrant has terminated all offerings of Common Stock pursuant to the Registration Statements, and no future awards will be made under any of the Plans. The purpose of this Post-Effective Amendment is to remove from registration all shares of Common Stock registered under the Registration Statements that remain unsold as of the date hereof and to terminate the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf of the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on August 8, 2011.
OPHTHALMIC IMAGING SYSTEMS | ||
By: | /s/ Jeffery Surges | |
Name: Jeffery Surges | ||
Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Jeffery Surges Jeffery Surges |
Director, President and Chief Executive Officer (Principal Executive Officer) |
August 8, 2011 | ||
/s/ Justin C. Dearborn Justin C. Dearborn |
Director and Chief Financial Officer (Principal Financial and Accounting Officer) |
August 8, 2011 |