Registration No. 33-00184
As filed with the Securities and Exchange Commission on December 17, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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E-Z-EM, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-1999504
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1111 Marcus Avenue
Lake Success, New York 11042
(Address of Principal Executive Offices) (Zip Code)
E-Z-EM, Inc. Employee Stock Purchase Plan
(Full title of the plan)
Anthony A. Lombardo
E-Z-EM, Inc.
1111 Marcus Avenue
Lake Success, New York 11042
516-333-8230
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Guy P. Lander, Esq.
Davies Ward Phillips & Vineberg LLP
625 Madison Avenue, 12th Floor
New York, New York 10022
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DEREGISTRATION OF SECURITIES
On September 10, 1985, the Company filed a registration statement on Form
S-8 (File No. 33-00184) (the "Registration Statement") relating to 100,000
shares of common stock, par value $0.10 per share, issuable under its Employee
Stock Purchase Plan (the "Purchase Plan"). In October 1992, the Company effected
a recapitalization ("1992 Recapitalization") of its capital stock pursuant to
which its outstanding shares of common stock were divided equally into shares of
Class A voting common stock, par value $0.10 per share ("Class A Shares"), and
Class B non-voting common stock, par value $0.10 per share ("Class B Shares").
Following the 1992 Recapitalization, all shares issued under the Purchase Plan
were Class B Shares. In October 2002, the Company effected a recapitalization
("2002 Recapitalization") by which all of its outstanding Class A Shares and
Class B Shares were converted on a one-for-one basis into shares of a single,
newly-created class of common stock, par value $0.10 per share ("Common Stock").
Consequently, any shares to be issued under the Purchase Plan following the 2002
Recapitalization will be shares of Common Stock. This Post-Effective Amendment
No. 1 to the Registration Statement hereby deregisters any and all shares of
common stock of the Company that were previously registered pursuant to the
Registration Statement that have not been sold or otherwise issued as of the
date hereof. On October 31, 2002, the Company filed a registration statement on
Form S-8 (Registration No. 333-100878) relating to the shares of Common Stock
issuable under the Purchase Plan.
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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 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 Town of Lake
Success, State of New York, on the 16th day of December, 2002.
E-Z-EM, Inc.
By: /s/ Anthony A. Lombardo
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Anthony A. Lombardo, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed below by the following persons in the capacities indicated on the 16th
day of December, 2002.
Signature Title
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/s/ Howard S. Stern Chairman of the Board and Director
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Howard S. Stern
/s/ Anthony A. Lombardo President, Chief Executive Officer
----------------------- and Director
Anthony A. Lombardo
/s/ Dennis J. Curtin Chief Financial Officer
----------------------- (Principal Financial and Accounting Officer)
Dennis J. Curtin
/s/ Michael A. Davis Director
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Michael A. Davis
/s/ Paul S. Echenberg Director
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Paul S. Echenberg
/s/ James L. Katz Director
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James L. Katz
/s/ Donald A. Meyer Director
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Donald A. Meyer
/s/ David P. Meyers Director
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David P. Meyers
/s/ George P. Ward Director
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George P. Ward
/s/ Robert J. Beckman Director
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Robert J. Beckman
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