As
filed with the Securities and Exchange Commission on June 24, 2010
Registration No. 333-
148954
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)
Delaware
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20-3738384
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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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 registrants principal executive offices)
Craig Wilson, Esq.
Carl Berglind, Esq.
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.
o
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.
x
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.
o
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.
o
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.
o
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.
o
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
o
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Accelerated
filer
x
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Non-accelerated
filer
o
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Smaller
reporting company
o
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(Do
not check if a smaller reporting company)
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EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 (this Amendment No. 1) relates to the
Registration Statement (the Registration Statement) on Form S-3 (File No.
333-148954) of Emergency Medical Services Corporation (the Company), that was
filed with the Securities and Exchange Commission on January 30, 2008. The Registration Statement registered 500,000
shares of class A common stock (Common Stock) of the Company for issuance
pursuant to the Companys Second Amended and Restated Long-Term Incentive Plan
to Eligible Independent Contractors and Eligible PA Employees, as such
terms are defined in the Plan.
Pursuant
to the Registration Statement, the Company has sold 15,676 shares of Common
Stock under the Registration Statement to date.
The Company is filing this Amendment No. 1 to deregister 200,000 unsold
shares of Common Stock from the Registration Statement.
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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 Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Greenwood Village, State of Colorado, on June
24, 2010.
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EMERGENCY
MEDICAL SERVICES CORPORATION
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By:
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/s/
William A. Sanger
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William
A. Sanger
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Chairman,
President and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act, this Post-Effective Amendment No. 1
to the Registration Statement on Form S-3 has 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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*
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Chairman, President, Chief Executive
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June
24, 2010
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William A. Sanger
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Officer and Director
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(Principal Executive Officer)
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*
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Chief Financial Officer
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June
24, 2010
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Randel G. Owen
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(Principal Financial Officer)
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/s/ Jason Standifird
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Chief Accounting Officer
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June
24, 2010
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Jason Standifird
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(Principal Accounting Officer)
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/s/ Kevin E. Benson
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Director
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June
24, 2010
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Kevin E. Benson
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*
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Director
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June
24, 2010
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Steven B. Epstein
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*
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Director
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June
24, 2010
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Paul B. Iannini, M.D.
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*
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Director
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June
24, 2010
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James T. Kelly
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*
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Director
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June
24, 2010
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Robert M. Le Blanc
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*
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Director
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June
24, 2010
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Michael L. Smith
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*By:
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/s/ William A. Sanger
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William A. Sanger,
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Attorney-in-Fact
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