- Post-Effective Amendment to an S-8 filing (S-8 POS)
May 17 2011 - 4:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-155274
UNDER
THE SECURITIES ACT OF 1933
Celera
Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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26-2028576
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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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Kathy Ordoñez
President and Chief Executive Officer
1401 Harbor Bay Parkway
Alameda, California 94502
Telephone: (510) 749-4200
(Address, Including Zip Code, of Principal Executive Offices)
Celera
Corporation 2008 Stock Incentive Plan
(Full title of the Plan)
Copy to:
Tad J. Freese
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025-3656
Telephone: (650) 328-4600
(Name, Address 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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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DEREGISTRATION OF COMMON STOCK
The Registration Statement on Form S-8 (Registration No. 333-155274) (the Registration Statement) of Celera Corporation, a Delaware
corporation (Celera), dated as of November 10, 2008, pertaining to the registration of 20,000,000 shares of common stock of Celera, par value $0.01 per share (the Common Stock, with shares of Common Stock referred to as
the Shares), to which this Post-Effective Amendment No. 1 relates.
Quest Diagnostics Incorporated, a Delaware corporation
(Quest Diagnostics), Spark Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Quest Diagnostics (Purchaser), and Celera entered into an Agreement and Plan of Merger, dated as of March 17,
2011, and as amended (the Merger Agreement), pursuant to which, among other things, Purchaser agreed to commence a tender offer (the Offer) to purchase all of the issued and outstanding Common Stock at a price of $8.00 per
share (such amount the Offer Price), payable net to the holder in cash, without interest, subject to any applicable tax withholding. Following the acceptance for payment of the Shares pursuant to the Offer, upon the terms and subject to
conditions set forth in the Merger Agreement, Purchaser agreed to merge with and into Celera, with Celera continuing as the surviving corporation and a wholly owned subsidiary of Quest Diagnostics (the Merger). In the Merger, each issued
and outstanding Share (other than Shares held by Parent or Purchaser or any of their respective subsidiaries or Shares held by stockholders, if any, who properly exercise their appraisal rights under Delaware law) would be converted into the right
to receive the Offer Price, payable net to the holder in cash, without interest, subject to any applicable tax withholding. The Merger became effective on May 17, 2011 (the Effective Time).
As a result of the Merger, Celera has terminated the offering of Common Stock pursuant to the Registration Statement. In accordance with an undertaking
made by Celera in the Registration Statement to remove from registration, by means of a post-effective amendment, any Common Stock which remains unsold at the termination of the offering, Celera hereby removes from registration all Common Stock
registered under the Registration Statement which remains unsold as of the Effective Time.
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-8 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 Alameda, California, on May 17, 2011.
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CELERA CORPORATION
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By:
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/s/ Kathy Ordoñez
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Name:
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Kathy Ordoñez
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Title:
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Chief Executive Officer (Principal Executive Officer)
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