VOLC (MM)

As filed with the Securities and Exchange Commission on February 17, 2015

Registration No. 333-146217

Registration No. 333-165346

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1

To

FORM S-3

REGISTRATION STATEMENT NO. 333-146217

Post-Effective Amendment No. 2

To

FORM S-3

REGISTRATION STATEMENT NO. 333-165346

UNDER

THE SECURITIES ACT OF 1933

 

 

VOLCANO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		33-0928885
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

3721 Valley Centre Drive, Suite 500

San Diego CA 92130

(484) 321-5900

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Joseph E. Innamorati

Vice President and Secretary

Auxilium Pharmaceuticals, Inc.

c/o Philips Electronics North America Corporation

3000 Minuteman Road

Andover, MA 01810

(978) 687-1501

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

With a copy to:

Matthew G. Hurd

Rita-Anne O’Neill

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067

(310) 712-6600

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

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 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

These Post-Effective Amendments relate to the following Registration Statements filed by Volcano Corporation (the “Company”) on Form S-3 (collectively, the “Registration Statements”).

 

•

Registration Statement No. 333-146217, originally filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2007; and

 

•

Registration Statement No. 333-165346, originally filed with SEC on March 8, 2010.

The Company is filing these Post-Effective Amendments to its Registration Statements to withdraw and remove from registration the unissued and unsold securities issuable by the Company pursuant to the above referenced Registration Statements.

On February 17, 2015, pursuant to the Agreement and Plan of Merger, dated as of December 16, 2014 (the “Merger Agreement”), among the Company, Philips Holding USA Inc., a Delaware corporation (“Parent”), and Clearwater Merger Sub, Inc., a Delaware corporation (“Purchaser”), Purchaser merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.

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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-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 Andover, State of Massachusetts, on this February 17, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ David A. Dripchak David A. Dripchak		President and Director		February 17, 2015
/s/ Paul Cavanaugh Paul Cavanaugh		Vice President		February 17, 2015
/s/ Joseph E. Innamorati Joseph E. Innamorati		Vice President and Director		February 17, 2015