- Post-effective amendment filed solely to add exhibits to a registration statement (POS EX)
07 Agosto 2009 - 12:03PM
Edgar (US Regulatory)
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As filed with Securities and Exchange Commission on August 6, 2009
Registration No. 333-154741
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERGENCY MEDICAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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20-3738384
(I.R.S. Employer
Identification No.)
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6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111-4737
(303) 495-1200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Todd G. Zimmerman, Esq.
General Counsel
Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111-4737
(303) 495-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lynn
Toby Fisher, Esq.
Joel I. Greenberg, Esq.
425 Park Avenue
New York, New York 10022
(212) 836-8000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this 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.
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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, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.
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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.
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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.
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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.
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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.
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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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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EXPLANATORY NOTE
This filing is made pursuant to Rule 462(d) of the Securities Act of 1933, as amended.
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-154741) of Emergency Medical Services
Corporation (the "Registration Statement") is being filed solely to add Exhibit 1.1. The prospectus in Part I of the Registration Statement is not being amended and therefore, a copy of
the prospectus is not included herein.
ITEM 16. EXHIBITS
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Exhibit No.
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Description of Exhibit
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1.1
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Form of Underwriting Agreement*
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5.1
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Opinion of Kaye Scholer LLP**
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23.1
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Consent of Kaye Scholer LLP (included in such firm's opinion filed as Exhibit 5.1)**
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm**
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23.3
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Consent of PricewaterhouseCoopers LLP**
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24.1
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Power of Attorney**
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Filed
herewith
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Previously
filed
ITEM 17. UNDERTAKINGS
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(a)
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The
undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to the registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change
to such information in the registration statement;
Provided,
however that paragraphs (1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-1
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
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(4)
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That,
for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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Each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at the date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at the
time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however,
that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(b)
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The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act:
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(1)
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Each
filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof;
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(2)
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The
information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared
effective; and
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(3)
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Each
post effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described
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in
Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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(d)
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The
undersigned registrant hereby undertakes, for the purpose of determining liability under the Securities Act to any purchaser in the initial distribution
of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
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(1)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(2)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
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(3)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
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(4)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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SIGNATURES
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 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 Greenwood Village, State of Colorado, on August 6, 2009.
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EMERGENCY MEDICAL SERVICES CORPORATION
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By:
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/s/ TODD G. ZIMMERMAN
Todd G. Zimmerman
Executive Vice President and General Counsel
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Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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William A. Sanger
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Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)
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August 6, 2009
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Randel G. Owen
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Chief Financial Officer (Principal Financial and Accounting Officer)
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August 6, 2009
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Robert M. Le Blanc
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Director
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August 6, 2009
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Steven B. Epstein
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Director
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August 6, 2009
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Michael L. Smith
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Director
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August 6, 2009
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Paul B. Iannini, M.D.
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Director
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August 6, 2009
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James T. Kelly
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Director
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Kevin E. Benson
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Director
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* By:
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/s/ TODD G. ZIMMERMAN
Todd G. Zimmerman,
Attorney-in-Fact
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II-4
EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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1.1
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Form of Underwriting Agreement*
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5.1
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Opinion of Kaye Scholer LLP**
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23.1
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Consent of Kaye Scholer LLP (included in such firm's opinion filed as Exhibit 5.1)**
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm**
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23.3
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Consent of PricewaterhouseCoopers LLP**
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24.1
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Power of Attorney**
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Filed
herewith
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**
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Previously
filed
QuickLinks
EXPLANATORY NOTE
SIGNATURES
EXHIBIT INDEX
Grafico Azioni Emergency medical (NYSE:EMS)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Emergency medical (NYSE:EMS)
Storico
Da Lug 2023 a Lug 2024