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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
As filed with the Securities and Exchange Commission on February 25, 2011
Registration No. 33-86730
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 To Form S-8 Registration No. 33-86730
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROFLUIDICS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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04-2793022 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
30 Ossipee Road
Newton, Massachusetts 02464
(Address of principal executive offices)
1988 Stock Plan
(Full title of plans)
Michael C. Ferrara
President and Chief Executive Officer
30 Ossipee Road
Newton, Massachusetts 02464
(617) 969-5452
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jonathan L. Kravetz, Esq.
Megan N. Gates, Esq.
Daniel H. Follansbee, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts
(617) 542-6000
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the registration statement on Form S-8
(Registration No. 33-86730) previously filed by Microfluidics International Corporation, a Delaware
corporation (the Company), with the Securities and Exchange Commission on November 25, 1994 (the
Registration Statement), pertaining to the registration of 750,000 shares (the Shares) of
Company common stock, par value $0.01 per share (the Common Stock), under the 1988 Stock Plan.
On January 10, 2011, IDEX Corporation, a Delaware corporation (IDEX), Nano Merger Sub, Inc.,
a Delaware corporation and wholly-owned direct subsidiary of IDEX (Purchaser), and the Company
entered into an Agreement and Plan of Merger (the Merger Agreement) that provides for IDEX to acquire the Company by means
of a tender offer by Purchaser for all of the outstanding shares of Common Stock followed by the
merger of Purchaser and the Company (the Merger).
The
tender offer was consummated on February 25, 2011.
As
a result of the tender offer, Purchaser acquired approximately 66% of the outstanding shares of
Common Stock. Pursuant to the Merger Agreement, all of the stock option and other equity incentive plans of the Company have been terminated
as of February 25, 2011. Accordingly, the Company has terminated all offerings of its securities pursuant to its
existing registration statements, including the Registration Statement.
In accordance with an
undertaking made by the Company in Part II of the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities registered under the
Registration Statement that remain unsold at the termination of the offering, the Company hereby
removes from registration all Shares registered under the Registration Statement that remain unsold
as of the date of this Post-Effective Amendment No. 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 on Form S-8 and
has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton,
Commonwealth of Massachusetts, on February 25, 2011.
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Microfluidics International Corporation
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By: |
/s/ Michael C. Ferrara
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Michael C. Ferrara |
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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 to the 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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Date |
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/s/ Michael C. Ferrara
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President, Chief Executive Officer & Director
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February 25, 2011 |
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Michael C. Ferrara
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(Principal Executive Officer) |
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/s/ Peter F. Byczko
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Vice President, Finance & Chief Accounting Officer
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February 25, 2011 |
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Peter F. Byczko
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(Principal Financial and Accounting Officer) |
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/s/ George Uveges
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Director & Chairman of the Board of Directors
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February 25, 2011 |
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George Uveges |
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/s/ Henry Kay
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Director
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February 25, 2011 |
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Henry Kay |
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/s/ Stephen J. Robinson
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Director
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February 25, 2011 |
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Stephen J. Robinson |
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/s/ Leo Pierre Roy
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Director
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February 25, 2011 |
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Leo Pierre Roy |
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/s/ Eric G. Walters
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Director
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February 25, 2011 |
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Eric G. Walters |
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