Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 31 2012 - 6:02AM
Edgar (US Regulatory)
Registration Nos. 33-24980, 33-46691, 33-55750, 33-65370, 33-75742, 333-108599
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
POST-EFFECTIVE AMENDMENT NO. 1 to
Form S-8 Registration Statement No. 33-24980
Form S-8 Registration Statement No. 33-46691
Form S-8 Registration Statement No. 33-55750
Form S-8 Registration Statement No. 33-65370
Form S-8 Registration Statement No. 33-75742
Form S-8 Registration Statement No. 333-108599
UNDER
THE SECURITIES ACT OF 1933
__________________________
AIR METHODS CORPORATION
(Exact name of registrant as specified in its charter)
__________________________
Delaware
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84-0915893
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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7301 South Peoria
Englewood, Colorado 80112
(303) 792-7400
(Address of principal executive offices)
Air Methods Corporation Nonemployee Director Stock Option Plan
Air Methods Corporation Equity Compensation Plan for Nonemployee Directors
Air Methods Corporation 1995 Stock Option Plan
(Full title of the plan)
__________________________
Crystal L. Gordon
Senior Vice President,
General Counsel and Secretary
7301 South Peoria
Englewood, Colorado 80112
(303) 792-7400
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With a copy to:
Kristin Lentz, Esq.
Davis Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
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(Name, address, including zip code, and 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):
Large accelerated filer
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x
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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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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment filed by Air Methods Corporation, a Delaware corporation (the “Registrant”), relates to the following previously registered shares of the Registrant’s common stock, $0.06 par value per share, under the registration statements listed below (the “Registration Statements”) concerning shares issuable under certain director and employee equity plans. The Registrant is filing these post effective amendments to the Registration Statements (the “Post-Effective Amendments”) in order to deregister any securities registered and unissued under the Registration Statements and to terminate the Registration Statements as to such shares. The approximate number of unissued shares is set forth below with respect to each Registration Statement. The shares are being removed from registration and the Registration Statements are being terminated as to such shares because the plans referenced below have now expired or been terminated and no more shares will be issued thereunder.
Registration
No.
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Date Filed
With the
SEC
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Name of Equity Plan or Agreement
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Number of
Shares
Originally
Registered
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Approximate
Number of
Shares
Deregistered
1
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33-46691
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3/26/1992
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Nonemployee Director Stock Option Plan
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125,000
3
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0
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33-65370
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7/1/1993
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175,000
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0
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33-65370
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7/1/1993
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Equity Compensation Plan for Nonemployee Directors
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150,000
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150,000
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33-24980
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10/13/1988
2
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1995 Stock Option Plan
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133,333
3
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0
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33-46691
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3/26/1992
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116,667
3
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0
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33-55750
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12/15/1992
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300,000
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0
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33-65370
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7/1/1993
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200,000
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0
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33-75742
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2/25/1994
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750,000
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0
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333-108599
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9/5/2003
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2,000,000
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120,541
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__________________________
1
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A “0” in this column indicates that all shares originally registered under the registration statement were issued.
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2
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Deregistration also
applies to the Post-Effective Amendment No. 1 to Form S-8 filed with the Securities and Exchange Commission on November 1, 1988.
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3
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Represents number of shares on a post-split basis following the Company’s 1 for 6 stock split completed in 1992.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 30, 2012.
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AIR METHODS CORPORATION
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By:
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/s/
Aaron D. Todd
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Name:
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Aaron D. Todd
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Aaron D. Todd
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Chief Executive Officer
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Aaron D. Todd
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(Principal Executive Officer)
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October 30, 2012
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/s/ Trent J. Carman
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Chief Financial Officer
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Trent J. Carman
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(Principal Financial Officer)
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October 30, 2012
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/s/ Sharon J. Keck
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Chief Accounting Officer
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Sharon J. Keck
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(Principal Accounting Officer)
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October 30, 2012
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/s/ David Kikumoto
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David Kikumoto
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Chairman of the Board
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October 30, 2012
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/s/ George W. Belsey
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George W. Belsey
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Director
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October 30, 2012
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/s/ Ralph J. Bernstein
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Ralph J. Bernstein
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Director
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October 30, 2012
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/s/ Mark D. Carleton
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Mark D. Carleton
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Director
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October 30, 2012
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/s/ John J. Connolly
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John J. Connolly
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Director
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October 30, 2012
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/s/ Jeffrey A. Dorsey
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Jeffrey A. Dorsey
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Director
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October 30, 2012
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/s/ Carl H. McNair, Jr.
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Carl H. McNair, Jr.
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Director
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October 30, 2012
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Signature
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Title
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Date
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/s/ Lowell D. Miller, Ph.D.
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Lowell D. Miller, Ph.D.
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Director
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October 30, 2012
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/s/ Morad Tahbaz
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Morad Tahbaz
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Director
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October 30, 2012
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