0001193125-12-198177.txt : 20120501 0001193125-12-198177.hdr.sgml : 20120501 20120501061824 ACCESSION NUMBER: 0001193125-12-198177 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120501 DATE AS OF CHANGE: 20120501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZOLL MEDICAL CORP CENTRAL INDEX KEY: 0000887568 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042711626 STATE OF INCORPORATION: MA FISCAL YEAR END: 1001 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-91071 FILM NUMBER: 12797779 BUSINESS ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 BUSINESS PHONE: 9784219655 MAIL ADDRESS: STREET 1: 269 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824-4105 FORMER COMPANY: FORMER CONFORMED NAME: ZOLL MEDICAL CORPORATION DATE OF NAME CHANGE: 19930328 POS AM 1 d343142dposam.htm POS AM POS AM

As filed with the Securities and Exchange Commission on April 30, 2012

Registration Statement No. 333-30908

Registration Statement No. 333-94793

Registration Statement No. 333-91071

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-30908

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-94793

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT No. 333-91071

Under

The Securities Act of 1933

 

 

ZOLL MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

269 Mill Road

Chelmsford, Massachusetts 01824

(978) 421-9655

(Address of principal executive offices)

 

 

Richard A. Packer, Chief Executive Officer and President

ZOLL MEDICAL CORPORATION

269 Mill Road

Chelmsford, Massachusetts 01824

(978) 421-9655

(Name, address, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Takashi Shimodaira

General Manager, 1st Group, Legal Dept.

Asahi Kasei Corporation

1-105 Kanda Jinbocho, Chiyoda-ku

Tokyo, Japan, 101-8101

+81 3 3296 3009

 

Christopher E. Austin

John Palenberg

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

 

 

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 being 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please 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 the definitions 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 Securities

These post-effective amendments relate to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”) of ZOLL Medical Corporation, a Massachusetts corporation (“ZOLL” or the “Registrant”):

1. Registration Statement No. 333-30908, registering 115,000 shares of common stock, par value $.01 per share of the Company (the “Common Stock”), in connection with an offering by the Registrant, which was filed with the Securities and Exchange Commission (“SEC”) on February 23, 2000;

2. Registration Statement No. 333-94793, registering 1,610,000 shares of Common Stock in connection with an offering by the Registrant, which was filed with the SEC on January 18, 2000 and amended on January 28, 2000 and February 22, 2000; and

3. Registration Statement No. 333-91071, registering 218,059 shares of Common Stock in connection with an offering by the Registrant, including the donees, pledgees, transferees or other successors in interest or such persons, which was filed with the SEC on November 16, 1999.

Such post-effective amendments are being filed to deregister unsold Common Stock of ZOLL.

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 12, 2012 among Asahi Kasei Corporation, a Japanese corporation (“Asahi Kasei”), Asahi Kasei Holdings US, Inc., a Delaware corporation and direct wholly-owned subsidiary of Asahi Kasei (“HoldCo”), Asclepius Subsidiary Corporation, a Massachusetts corporation and direct wholly-owned subsidiary of HoldCo (“Purchaser”) and ZOLL, Purchaser commenced a tender offer for all of the outstanding shares of Common Stock.

The short form merger was consummated on April 26, 2012, thus completing the acquisition of ZOLL.

Accordingly, ZOLL has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with undertakings made by ZOLL in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offerings, ZOLL hereby removes from registration any securities registered but unsold under the Registration Statements, if any.

As no securities are being registered herein, the sole purpose of this filing being to terminate and deregister, the disclosure requirements under Regulation S-K Item 601 are inapplicable to this filing.


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 these post-effective amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chelmsford, State of Massachusetts, on April 30, 2012.

 

ZOLL MEDICAL CORPORATION
By:  

/s/ Richard A. Packer        

  Richard A. Packer
  Chief Executive Officer
  (Principal Executive Officer)

Pursuant to the requirements of the Securities Act, these Post-Effective Amendments have been signed by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

  

Date

/s/ Richard A. Packer        

Richard A. Packer

   President, Chief Executive Officer and Director (Principal Executive Officer)    April 30, 2012

/s/ A. Ernest Whiton        

A. Ernest Whiton

   Vice President of Administration and Chief Financial Officer (Principal Accounting and Financial Officer)    April 30, 2012

/s/ Yasuyuki Yoshida        

Yasuyuki Yoshida

   Director    April 30, 2012

/s/ Takashi Mukuno        

Takashi Mukuno

   Director    April 30, 2012