- Post-Effective Amendment to an S-8 filing (S-8 POS)
24 Giugno 2010 - 11:14PM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on June 24, 2010
Registration
No. 333-148955
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EMERGENCY
MEDICAL SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
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
Greenwood Village, Colorado
(Address of principal executive offices)
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80111
(Zip code)
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Emergency Medical Services Corporation 2007 Employee
Stock Purchase Plan
Emergency Medical Services Corporation Second Amended and Restated Long-Term
Incentive Plan
(Full titles of the plans)
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 and address including zip code, and telephone number,
including area code of agent for service)
Copies to:
Lynn Toby Fisher, Esq.
Joel I. Greenberg, Esq.
Kaye Scholer LLP
425 Park Avenue
New York, N.Y. 10022
(212) 836-8000
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
definitions of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act.
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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CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount of
Registration Fee(2)
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Class A common stock, par value $.01 per
share
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2,000,000 shares
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$55.72
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$111,440,000
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$7,945.68
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(1) Reflects additional shares issuable
under the registrants Second Amended and Restated Long-Term Incentive Plan (Second
Amended and Restated LTIP) to Eligible Employees, as such term is defined in
the Second Amended and Restated LTIP. Pursuant to Rule 416(a), this
registration statement covers such indeterminate number of additional shares
which may become issuable to such individuals under the LTIP as a result of the
anti-dilution provisions thereof.
(2) Calculated pursuant to
Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, based on the average of the high sales price and the low sales price
per share of the registrants class A common stock as reported on the New York
Stock Exchange on June 22, 2010.
EXPLANATORY NOTE
This
Post-Effective Amendment No. 1 (this Amendment No. 1) relates to
the Registration Statement on Form S-8
(No. 333
-
148955) (the Registration
Statement) of Emergency Medical Services Corporation (the Company), that was
filed with the Securities and Exchange Commission on January 30,
2008. This Amendment No. 1 is filed
pursuant to Instruction E of Form S-8 and the contents of the Registration
Statement are incorporated by reference herein.
The Registration Statement registered
(i) 500,000 shares of class A common stock for issuance pursuant to the
Companys 2007 Employee Stock Purchase Plan and (ii) 1,500,000 shares of
class A common stock for issuance pursuant to the Companys Amended and
Restated 2007 Long-Term Incentive Plan (LTIP) to employees of the Company and
its subsidiaries.
On
February 8, 2010, the Board of Directors approved the Second Amended and
Restated Long-Term Incentive Plan (the Second Amended and Restated LTIP) and
on May 18, 2010, the Second Amended and Restated LTIP was adopted by the
Companys stockholders at the 2010 Annual Meeting of Stockholders. The Second Amended and Restated LTIP
increased, and the Company is filing this Amendment No. 1 to increase, the
number of shares of class A common stock that may be issued to Eligible Employees pursuant to the
Second Amended and Restated LTIP to 3,500,000.
As a result, 1,642,567 shares of class A common stock registered under
the Registration Statement will remain available for issuance to Eligible Employees under the Second
Amended and Restated LTIP.
PART II
Information Required in the Registration Statement
Item 8.
Exhibits.
Exhibits
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Description
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4.1
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Emergency
Medical Services Corporation Second Amended and Restated Long-Term Incentive
Plan (incorporated by reference to Annex A of the Companys Form DEF 14A
filed with the Commission on April 21, 2010)
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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 firms opinion filed as
Exhibit 5.1)
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23.2
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Consent
of Ernst & Young LLP
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24.1
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Power
of Attorney (incorporated by reference and included on the signature pages of
the Registration Statement on Form S-8 filed with the Commission on
January 30, 2008)
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1
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 this Amendment No. 1 to the Registration Statement 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 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 of 1933, this Post-Effective
Amendment No. 1 has been signed by the following persons in their
capacities for Emergency Medical Services Corporation, on the date 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 (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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Jason Standifird
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(Principal Accounting Officer)
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June 24, 2010
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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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2
EXHIBIT INDEX
Exhibits
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Description
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4.1
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Emergency
Medical Services Corporation Second Amended and Restated Long-Term Incentive
Plan (incorporated by reference to Annex A of the Companys Form DEF 14A
filed with the Commission on April 21, 2010)
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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 firms opinion filed as
Exhibit 5.1)
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23.2
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Consent
of Ernst & Young LLP
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24.1
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Power
of Attorney (incorporated by reference and included on the signature
pages of the Registration Statement on Form S-8 filed with the
Commission on January 30, 2008)
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3
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