MDS Midas, Inc.

POST-EFFECTIVE AMENDMENT NOT AUTOMATICALLY EFFECTIVE UPON FILING

As filed with the Securities and Exchange Commission on May 3, 2012

Registration No. 333-105458

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Registration Statement No. 333-105458

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIDAS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

36-4180556

(I.R.S. Employer Identification No.)

1300 Arlington Heights Road

Itasca, Illinois 60143

(630) 438-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Brian Maciak

SVP & General Counsel

Midas, Inc.

c/o TBC Corporation

4300 TBC Way

Palm Beach Gardens, FL 33410

(561) 383-3000

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

Copies of all communications, including all communications sent to the agent for service, should be sent to:

Copies to:

Alan J. Neuwirth, Esq.

Bradley K. Edmister, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0060

(212) 309-6110

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 definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

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

 

 

 

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Registration No. 333-105458) of Midas, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on May 21, 2003, as amended by Amendment No. 1 thereto filed with the SEC on August 25, 2003, Amendment No. 2 thereto filed with the SEC on September 12, 2003 and Amendment No. 3 thereto filed with the SEC on September 12, 2003 (as so amended, the “Registration Statement”), which registered the offering of 1,000,000 shares of common stock, par value $0.001 per share (together with the associated preferred stock purchase rights, the “Common Stock”).

On March 12, 2012, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with TBC Corporation., a Delaware corporation (“Parent”), and Gearshift Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). On April 30, 2012, pursuant to the Merger Agreement, Purchaser was merged with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly-owned subsidiary of Parent. At the time the Merger became effective, each share of Common Stock of the Company issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by Parent, Purchaser, the Company or any of their respective direct or indirect wholly-owned subsidiaries, and shares held by stockholders who are entitled to and properly demand appraisal rights under Delaware law) was automatically converted into the right to receive an amount in cash, without interest thereon and less any applicable withholding taxes, equal to $11.50 per share.

As a result of the Merger, the Company has terminated the offering of its Common Stock pursuant to the Registration Statement.

In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offerings, the Company hereby removes from registration all securities of the Company registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment.

 

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SIGNATURE

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 this Post-Effective Amendment to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Itasca, the State of Illinois, on this 3rd day of May, 2012.

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Orland Wolford Orland Wolford		President and Chief Executive Officer (principal executive officer)		May 3, 2012
/s/ Timothy J. Miller Timothy J. Miller		Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)		May 3, 2012
/s/ Kyle Benko Kyle Benko		Senior Vice President and Controller (principal accounting officer)		May 3, 2012
/s/ Lawrence C. Day Lawrence C. Day		Director		May 3, 2012

 

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