- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 30 2009 - 1:28PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January30, 2009
Registration No. 333-20819
Registration No. 333-57232
Registration No. 333-113277
Registration No. 333-123037
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-20819
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT NO. 333-57232
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-113277
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-123037
UNDER THE SECURITIES ACT OF 1933
CANTEL
MEDICAL CORP.
(Exact
name of registrant as specified in its charter)
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150 Clove Road
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Little Falls, New Jersey 07424
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Delaware
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(973) 890-7220
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22-1760285
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(State
or other jurisdiction
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(Address
of principal executive offices)
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(I.R.S.
employer identification
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of
incorporation or organization)
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number)
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Cantel Medical Corp. 1996 Employee Stock
Option Plan
Cantel Medical Corp. 1997 Employee Stock
Option Plan
Cantel Medical Corp. 1998 Directors Stock
Option Plan
(Full Title of Plan)
Eric W. Nodiff, Esq.
Senior Vice President and General Counsel
Cantel Medical Corp.
150 Clove Road
Little Falls, New Jersey 07424
(973) 890-7220
(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. (Check one)
Large accelerated filer
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Accelerated
filer
x
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Non-accelerated
filer
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Smaller
reporting company
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PARTIAL DEREGISTRATION OF SHARES OF COMMON STOCK
These Post-Effective Amendments relate to the
following Registration Statements on Form S-8 of Cantel Medical Corp. (the
Company) (together, the Prior Registration Statements):
File No. 333-20819, pertaining in part
to the registration of 450,000(1) shares of common stock, par value $0.10 per
share of the Company (Common Stock), available for issuance under the
Companys 1996 Employee Stock Option Plan (the 1996 Plan), which was filed
with the Securities and Exchange Commission (the SEC) and became effective on
January 31, 1997;
File No. 333-57232, pertaining to the
registration of (i) 1,575,000(1) shares of Common Stock available for
issuance under the Companys 1997 Employee Stock Plan, as amended (the 1997
Plan), and (ii) 450,000(2) shares of Common Stock available for issuance
under the Companys 1998 Directors Stock Option Plan, as amended (the 1998
Plan), which was filed with the SEC and became effective on March 19,
2001;
File No. 333-57232, pertaining to the
registration of 675,000(1) shares of Common Stock available for issuance
under the Companys 1997 Plan, as amended, which was filed with the SEC and
became effective on May 3, 2002; and
File No. 333-113277, pertaining to the
registration of 750,000(2) shares of Common Stock available for issuance
under the Companys 1997 Plan, as amended, which was filed with the SEC and
became effective on March 4, 2004.
File No. 333-123037, pertaining to the
registration of 750,000 shares of Common Stock available for issuance under the
Companys 1997 Plan, as amended, which was filed with the SEC and became
effective on February 28, 2005.
The 1996 Plan was terminated prior to the
issuance of any options or other securities thereunder. The Companys stockholders
approved the 2006 Equity Incentive Plan at the Annual Meeting of Stockholders
held on January 7, 2008. After January 31, 2008, no additional stock
options were granted under the 1997 Plan or the 1998 Plan.
Effective immediately upon the filing of these
Post-Effective Amendments to the Prior Registration Statements, the Company
hereby deregisters an aggregate of 1,198,457(1),(2) shares of Common
Stock, comprised of (i) 450,000 shares under the 1996 Plan, (ii) 641,582
shares under the 1997 Plan and (iii) 106,875 shares under the 1998 Plan.
The deregistered shares represent shares of Common Stock remaining available
for future issuance under the 1996 Plan, the 1997 Plan and the 1998 Plan
(collectively, the Old Plans) as of January 30, 2009 (the Excess
Shares). Up to an additional 1,041,026 shares subject to
outstanding awards under the Prior Plans that are not exercised or are
forfeited, lapse or expire, or otherwise terminate without delivery of any
Common Stock subject thereto after January 30, 2009 (the Carry Over
Shares) will also be deregistered upon such forfeiture, lapse, expiration or
termination. The Prior Registration Statements will remain in effect to cover
the potential issuance of shares of Common Stock upon exercise of the stock options
to which the Carry Over Shares are subject.
(1) Share amounts have been adjusted to
reflect three-for-two stock splits effected in the form of 50% stock dividends,
paid in May 2002 and January 2005.
(2) Share amount has been adjusted to reflect
three-for-two stock split effected in the form of 50% stock dividend paid in January 2005.
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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 these Post-Effective Amendments to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of Little Falls,
State of New Jersey, on this 30th day of January, 2009.
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CANTEL
MEDICAL CORP.
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By:
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/s/ Andrew A.
Krakauer
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Name: Andrew
A. Krakauer
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Title: President
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Pursuant to the requirements
of the Securities Act of 1933, these Post-Effective Amendments have 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/ Andrew A.
Krakauer
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Andrew
A. Krakauer
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President (Principal
Executive Officer)
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January 30,
2009
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/s/ Craig A.
Sheldon
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Craig
A. Sheldon
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Senior Vice President and
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January 30,
2009
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Chief Financial Officer
(Principal
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Financial and Accounting
Officer)
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/s/ Charles M.
Diker
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Charles
M. Diker
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Chairman of the Board and
Director
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January 30,
2009
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/s/ Alan J.
Hirschfield
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Alan
J. Hirschfield
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Vice Chairman and Director
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January 30,
2009
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/s/ Robert L.
Barbanell
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Robert
L. Barbanell
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Director
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January 30,
2009
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/s/ Alan R. Batkin
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Alan
R. Batkin
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Director
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January 30,
2009
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/s/ Joseph M.
Cohen
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Joseph
M. Cohen
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Director
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January 30,
2009
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3
/s/ Mark N.
Diker
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Mark
N. Diker
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Director
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January 30,
2009
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/s/ George L.
Fotiades
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George
L. Fotiades
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Director
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January 30,
2009
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/s/ Elizabeth
McCaughey
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Elizabeth
McCaughey
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Director
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January 30,
2009
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/s/ Bruce
Slovin
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Bruce
Slovin
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Director
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January 30,
2009
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