As filed with the Securities and Exchange Commission on May 25, 2011

Registration No. 333-135200

 

 

UNITED STATES 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)

 

 

 

Emergency Medical Services Corporation Equity Option Plan
(Full title of the plan)

 

 

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)

 

 

With copies to:

 

Peter J. Loughran, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

 

 

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.

 

 

 

 

RECENT EVENTS: DEREGISTRATION

 

This Post-Effective Amendment relates to the Registration Statement on Form S-8 (No. 333-135200) (the “Registration Statement”) of Emergency Medical Services Corporation (the “Company”), that was filed with the Securities and Exchange Commission on June 21, 2006.  The Registration Statement registered 4,075,964 shares of Class A common stock of the Company (“Company Common Stock”) for issuance pursuant to options under the Emergency Medical Services Corporation Equity Option Plan.

 

Effective as of May 25, 2011, pursuant to an Agreement and Plan of Merger, dated as of February 13, 2011, among CDRT Acquisition Corporation, a Delaware corporation (“Parent”), CDRT Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”), and the Company, Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (such transaction, the “Merger”).

 

As a result of the Merger, the Company has terminated all offerings of Company Common Stock pursuant to existing registration statements, including the Registration Statement.  In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Company Common Stock that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement and hereby removes from registration all shares of Company Common Stock registered under the Registration Statement that remain unsold as of the effective date of the Merger.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, and Rule 478 thereunder, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on May 25, 2011.

 

	Emergency Medical Services Corporation
	By:	/s/ William A. Sanger
		Name: William A. Sanger Title: President and Chief Executive Officer

 

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