As filed with the Securities and Exchange Commission on June 17, 2011.
Registration No. 333-144318
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
TOMOTHERAPY INCORPORATED
(Exact name of registrant as specified in its charter)
Wisconsin |
| 39-1914727 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
c/o Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale, California 94089
(Address of Principal Executive Offices)
TomoTherapy Incorporated 2007 Equity Incentive Plan
(Full Title of the Plan)
Euan S. Thomson, Ph.D
Chief Executive Officer
Accuray Incorporated
1310 Chesapeake Terrace
Sunnyvale, California 94089
(408) 716-4600
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copy to:
Stephen W. Fackler, Esq.
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, California 94304
(650) 849-5300
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 |
Non-accelerated filer | o | (Do not check if a smaller reporting company) |
| Smaller reporting company | o |
EXPLANATORY NOTE
TomoTherapy Incorporated, a Wisconsin corporation (“TomoTherapy”), registered 2,302,488 shares of its Common Stock, $0.01 par value per share (“Common Stock”) for issuance under the TomoTherapy Incorporated 2007 Equity Incentive Plan (the “Plan”) pursuant to a Registration Statement on Form S-8 (File No. 333-144318) filed with the Securities and Exchange Commission (the “Commission”) on July 3, 2007 (the “Registration Statement”). On June 10, 2011, Jaguar Acquisition, Inc., a Wisconsin corporation and a wholly owned subsidiary of Accuray Incorporated, a Delaware corporation (“Accuray”), merged with and into TomoTherapy, with TomoTherapy surviving the Merger as a wholly owned subsidiary of Accuray. As a result, TomoTherapy has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by TomoTherapy in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of its Common Stock that remain unsold at the termination of the offering, this amendment to the Registration Statement is filed to remove from registration 662,594 shares of Common Stock registered under the Registration Statement that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, TomoTherapy certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, State of Wisconsin, on June 16, 2011.
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| By: | /s/ Darren J. Milliken |
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| Name: | Darren J. Milliken |
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| Title: | Senior Vice President and General Counsel |