Registration No. 333-150055


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
 
 
 
 
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-150055
 
UNDER
THE SECURITIES ACT OF 1933
 
 
EXACTECH, INC.
(Exact name of registrant as specified in its charter)
 
 
Florida
 
59-2603930
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2320 Northwest 66th Court
Gainesville, Florida 32653
(352) 377-1140
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)  
 
 
Joel C. Phillips
Chief Financial Officer
 2320 Northwest 66th Court
Gainesville, Florida 32653
(352) 377-1140 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies of all communications, including communications sent to agent for service, should be sent to:
Jaret L. Davis, Esq.
Drew M. Altman, Esq.
Greenberg Traurig, P.A.
333 S.E. 2nd Ave.
Suite 4400
Miami, Florida 33131
(305) 579-0500

Approximate date of commencement of proposed sale to the public: Exactech, Inc. is hereby amending this registration statement to deregister any securities that had been registered but remain unsold under the registration statement.

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, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨
Accelerated Filer ý
Non-accelerated filer ¨  (Do not check if a smaller reporting company)
Smaller reporting company ¨
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



DEREGISTRATION OF SECURITIES
This post-effective amendment (the “Post-Effective Amendment”), filed by Exactech, Inc.., a Delaware corporation (the “Company”), removes from registration all shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”) registered under the Registration Statement No. 333-150055, originally filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2008 (the “Registration Statement”).  
On October 22, 2018, the Company entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto, dated as of December 3, 2017 (the “Merger Agreement”) with Osteon Holdings, Inc., a Delaware corporation (“Parent”), and Osteon Merger Sub, Inc., a Florida corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”). On February 14, 2018, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving as a wholly owned indirect subsidiary of Parent (the “Merger”).
In connection with the Merger, the Company is terminating the offering of its Shares pursuant to the Registration Statement and deregistering the remaining securities registered but unsold under 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 Shares which remain unsold at the termination of the offerings, the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.  





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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gainesville, State of Florida, on 14, 2018. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933.

 
EXACTECH, INC.
 
 
 
By:
/s/ Joel C. Philips
 
Name: Joel C. Phillips
 
Title: Chief Financial Officer



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