As filed with Securities and Exchange Commission on August 6, 2009
Registration No. 333-154741
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERGENCY MEDICAL SERVICES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
20-3738384 (I.R.S. Employer Identification No.) |
6200 S. Syracuse Way, Suite 200
Greenwood Village, CO 80111-4737
(303) 495-1200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Todd G. Zimmerman, Esq.
General Counsel
Emergency Medical Services Corporation
6200 S. Syracuse Way, Suite 200, Greenwood Village, CO 80111-4737
(303) 495-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Lynn
Toby Fisher, Esq.
Joel I. Greenberg, Esq.
425 Park Avenue
New York, New York 10022
(212) 836-8000
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
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 | Accelerated filer ý | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
This filing is made pursuant to Rule 462(d) of the Securities Act of 1933, as amended.
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-154741) of Emergency Medical Services Corporation (the "Registration Statement") is being filed solely to add Exhibit 1.1. The prospectus in Part I of the Registration Statement is not being amended and therefore, a copy of the prospectus is not included herein.
Exhibit No. | Description of Exhibit | ||
---|---|---|---|
1.1 | Form of Underwriting Agreement* | ||
5.1 |
Opinion of Kaye Scholer LLP** |
||
23.1 |
Consent of Kaye Scholer LLP (included in such firm's opinion filed as Exhibit 5.1)** |
||
23.2 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm** |
||
23.3 |
Consent of PricewaterhouseCoopers LLP** |
||
24.1 |
Power of Attorney** |
Provided, however that paragraphs (1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
II-1
II-2
in Item 15, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on August 6, 2009.
EMERGENCY MEDICAL SERVICES CORPORATION | ||||
By: |
/s/ TODD G. ZIMMERMAN Todd G. Zimmerman Executive Vice President and General Counsel |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
---|---|---|---|---|
* William A. Sanger |
Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) | August 6, 2009 | ||
* Randel G. Owen |
Chief Financial Officer (Principal Financial and Accounting Officer) |
August 6, 2009 |
||
* Robert M. Le Blanc |
Director |
August 6, 2009 |
||
* Steven B. Epstein |
Director |
August 6, 2009 |
||
* Michael L. Smith |
Director |
August 6, 2009 |
||
* Paul B. Iannini, M.D. |
Director |
August 6, 2009 |
||
James T. Kelly |
Director |
|||
Kevin E. Benson |
Director |
* By: | /s/ TODD G. ZIMMERMAN Todd G. Zimmerman, Attorney-in-Fact |
II-4
Exhibit No. | Description of Exhibit | ||
---|---|---|---|
1.1 | Form of Underwriting Agreement* | ||
5.1 |
Opinion of Kaye Scholer LLP** |
||
23.1 |
Consent of Kaye Scholer LLP (included in such firm's opinion filed as Exhibit 5.1)** |
||
23.2 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm** |
||
23.3 |
Consent of PricewaterhouseCoopers LLP** |
||
24.1 |
Power of Attorney** |