As filed with the Securities and Exchange Commission on May 27, 2008.
Registration No. 333-26797
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
Vital Images, Inc.
(Exact name of issuer as specified in its charter)
Minnesota |
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42-1321776 |
(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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5850 Opus Parkway, Suite 300
Minnetonka, Minnesota 55343-4414
(Address of principal executive offices, including Zip Code)
Incentive Stock Option Adjustment Plan
1990 Management Incentive Stock Option Plan
1992 Director Stock Option Adjustment Plan
1992 Stock Option Plan
1995 Stock Incentive Adjustment Plan
Certain Non-Plan Options
Certain Non-Plan Securities
(Full title of the plan)
Peter J. Goepfrich |
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Copy to: |
Chief Financial Officer |
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Vital Images, Inc. |
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Michele D. Vaillancourt |
5850 Opus Parkway, Suite 300 |
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Winthrop & Weinstine, P.A. |
Minnetonka, MN 55343-4414 |
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225 South Sixth Street, Suite 3500 |
(Name and address of agent for service) |
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Minneapolis, MN 55402 |
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Telephone: (612) 604-6681 |
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Facsimile: (612) 604-6881 |
(952) 487-9500
(Telephone number, including area code, of agent for service)
Explanatory Note:
This Post-Effective Amendment No. 1 is being filed by the Registrant to de-register any and all of the 1,940,504 shares of its common stock originally registered under the Registration Statement on Form S-8, Registration No. 333-26797 (Registration Statement), filed with the Securities and Exchange Commission on May 9, 1997, that have not been issued or sold. The Incentive Stock Option Adjustment Plan, 1990 Management Incentive Stock Option Plan, 1992 Director Stock Option Adjustment Plan, 1992 Stock Option Plan and 1995 Stock Incentive Adjustment Plan identified in the Registration Statement and the options issued thereunder pursuant to which certain of such shares would have been issued have either expired by their terms or were terminated, and no additional shares may be issued or sold under such plans and options. In addition, the Non-Plan Options identified in the Registration Statement have either expired by their terms or were terminated, and no additional shares may be issued or sold under the Non-Plan Options. Finally, the Non-Plan Securities identified in the Registration Statement have either been sold or are eligible for resale without restriction pursuant to Rule 144 under the Securities Act of 1933.
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota on May 15, 2008.
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VITAL IMAGES, INC. |
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By: |
/s/ Peter J. Goepfrich |
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Peter J. Goepfrich |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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/s/ Michael H. Carrel |
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President, Chief Executive Officer and |
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May 21, 2008 |
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Michael H. Carrel |
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Director (principal executive officer) |
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/s/ Douglas M. Pihl |
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Chairman of the Board and Director |
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May 19, 2008 |
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Douglas M. Pihl |
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/s/ James B. Hickey, Jr. |
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Director |
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May 15, 2008 |
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James B. Hickey, Jr. |
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/s/ Richard W. Perkins |
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Director |
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May 15, 2008 |
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Richard W. Perkins |
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/s/ Michael W. Vannier, M.D. |
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Director |
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May 16, 2008 |
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Michael W. Vannier, M.D. |
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/s/ Sven A. Wehrwein |
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Director |
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May 15, 2008 |
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Sven A. Wehrwein |
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Director |
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Gregory J. Peet |
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/s/ Peter J. Goepfrich |
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Chief Financial Officer |
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May 15, 2008 |
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Peter J. Goepfrich |
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(principal
financial officer and principal |
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