Post-effective Amendment to Registration Statement (pos Am)
March 23 2017 - 12:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 23, 2017
Registration Nos. 333-19951, 333-41199, 333-61489, 333-79147, 333-116226
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
Registration No. 333-19951
Form S-3 Registration No. 333-41199
Form S-3 Registration No. 333-61489
Form S-3 Registration No. 333-79147
Form S-3 Registration No. 333-116226
UNDER
THE
SECURITIES ACT OF 1933
PATTERSON COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation or organization)
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41-0886515
(I.R.S. Employer
Identification Number)
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1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 686-1600
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Copies to:
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Ann B. Gugino
Executive Vice President, Chief Financial Officer and Treasurer
Patterson Companies, Inc.
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 686-1600
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Brett D. Anderson, Esq.
Briggs and Morgan, P.A.
2200 IDS Center
Minneapolis, Minnesota 55402
(612) 977-8400 (phone)
(612) 977-8650 (fax)
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Les B. Korsh, Esq.
Vice President, General Counsel and Secretary
Patterson Companies, Inc.
1031 Mendota Heights Road
St. Paul, Minnesota 55120
(651) 686-1600
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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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, as amended, 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. ☐
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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DEREGISTRATION OF SECURITIES
Patterson Companies, Inc. (the Registrant) is filing this Post-Effective Amendment No. 1 to its Registration Statements on
Form S-3 (File Nos. 333-19951, 333-41199, 333-61489, 333-79147 and 333-116226) (the Registration Statements) to deregister the shares of the Registrants common stock, par value $0.01 per share (the Shares),
registered with the Securities and Exchange Commission on the Registration Statements.
The Registrant is filing this Post-Effective
Amendment No. 1 to deregister the Shares because the Registrants obligation to keep the Registration Statements effective pursuant to the terms of the Registrants registration rights agreements with the selling shareholders
identified in the prospectuses included in the Registration Statements has expired, and all non-affiliate selling shareholders should now be eligible to effect resales of their Shares under Rule 144.
The Registrant hereby terminates the effectiveness of the Registration Statements and deregisters all of the Shares registered on the
Registration Statements that were not resold thereunder 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-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 Saint Paul, State of Minnesota, on this 23
rd
day of March, 2017.
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PATTERSON COMPANIES, INC.
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By:
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/s/ Scott P. Anderson
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Scott P. Anderson
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President, Chief Executive Officer and Chairman of the Board
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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 dates indicated.
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/s/ Scott P. Anderson
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President, Chief Executive Officer and Chairman of the Board
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March 23, 2017
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Scott P. Anderson
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(Principal Executive Officer & Chairman of the Board of Directors)
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/s/ Ann B. Gugino
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Executive Vice President, Chief Financial Officer and Treasurer
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March 23, 2017
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Ann B. Gugino
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(Principal Financial and Accounting Officer)
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/s/ John D. Buck
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Director
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March 23, 2017
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John D. Buck
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/s/ Jody H. Feragen
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Director
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March 23, 2017
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Jody H. Feragen
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/s/ Sarena S. Lin
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Director
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March 23, 2017
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Sarena S. Lin
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/s/ Ellen A. Rudnick
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Director
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March 23, 2017
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Ellen A. Rudnick
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/s/ Neil A. Schrimsher
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Director
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March 23, 2017
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Neil A. Schrimsher
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/s/ Les C. Vinney
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Director
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March 23, 2017
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Les C. Vinney
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/s/ James W. Wiltz
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Director
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March 23, 2017
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James W. Wiltz
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