MATRIA HEALTHCARE, INC.
As filed with the Securities and Exchange Commission on May 9, 2008.
Registration No. 333-90822
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Matria Healthcare, Inc.
(Exact name of issuer as specified in its charter)
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| Delaware
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20-2091331 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
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| 1850 Parkway Place, 12th Floor |
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| Marietta, Georgia
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30067 |
| (Address of principal executive offices)
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(Zip Code) |
MarketRing.com, Inc. 1999 Stock Option Plan and
Stock Appreciation Rights Plan
(Full title of the plan)
Roberta L. McCaw, Esq.
Matria Healthcare, Inc.
1850 Parkway Place, 12th Floor
Marietta, Georgia 30067
(770) 767-4500
(Name, address and telephone number, including area code, of agent for service)
Deregistration of Unsold Securities
Matria Healthcare, Inc. (the “Company”) previously registered 27,383 shares of the Company’s
common stock, par value $.01 per share, together with associated common stock purchase rights (the
“Securities”) on a Registration Statement on Form S-8 (Registration No. 333-90822) (the
“Registration Statement”) filed with the Securities and Exchange Commission on June 20, 2002, as
amended on March 9, 2005. The Securities were registered for issuance pursuant to the terms of the
MarketRing.com, Inc. 1999 Stock Option Plan and Stock Appreciation Rights Plan.
On January 27, 2008, the Company, Inverness Medical Innovations, Inc. (“Inverness”), Milano MH
Acquisition Corp., a wholly-owned subsidiary of Inverness (“Merger Sub”), and Milano MH Acquisition
LLC, a wholly-owned subsidiary of Inverness, entered into an Agreement and Plan of Merger (the
“Merger Agreement”). The Merger Agreement provides that Merger Sub will merge with and into the
Company with the Company continuing as the surviving entity as a wholly-owned subsidiary of
Inverness (the “Merger”). A Certificate of Merger was filed with the Delaware Secretary of State
and the Merger became effective on May 9, 2008 (the “Merger Date”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant
to its existing registration statements, including the Registration Statement. Accordingly, the
Company hereby removes from registration the securities of the Company registered but unsold under
the Registration Statement as of the Merger Date.
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 this amendment to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Marietta, State of Georgia, on May 9, 2008.
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MATRIA HEALTHCARE, INC.
(Registrant) |
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By:
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/s/ Parker H. Petit |
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Name:
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Parker H. Petit |
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Title:
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Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement, as
amended, has been signed by the following persons in the capacities and on the dates indicated.
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Date |
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| /s/ Parker H. Petit
Parker H. Petit |
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Chairman of the Board and
Chief Executive Officer
(principal executive officer)
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May 9, 2008 |
| /s/ Jeffrey L. Hinton
Jeffrey L. Hinton |
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Senior Vice President and
Chief Financial Officer
(principal financial officer)
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May 9, 2008 |
| /s/ Joseph A. Blankenship
Joseph A. Blankenship |
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Vice President and Controller
(principal accounting officer)
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May 9, 2008 |
| /s/ Joseph G. Bleser
Joseph G. Bleser |
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Director
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May 9, 2008 |
| /s/ J. Terry Dewberry
J. Terry Dewberry |
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Director
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May 9, 2008 |
| /s/ Donald J. Lothrop
Donald J. Lothrop |
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Director
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May 9, 2008 |
| /s/ Myldred H. Mangum
Myldred H. Mangum |
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Director
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May 9, 2008 |
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| /s/ Guy W. Millner
Guy W. Millner |
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Director
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May 9, 2008 |
| /s/ Kaaren J. Street
Kaaren J. Street |
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Director
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May 9, 2008 |
| /s/ Thomas S. Stribling
Thomas S. Stribling |
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Director
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May 9, 2008 |
| /s/ Wayne P. Yetter
Wayne P. Yetter |
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Director
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May 9, 2008 |