Registration No. 333-122667
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
VIACELL, INC.
(Exact name of issuer as specified in its charter)
| Delaware | 04-3244816 | |
| (State or other jurisdiction of incorporation of organization) |
(I.R.S. Employer Identification No.) |
245 First Street
Cambridge, Massachusetts 02142
617-914-3400
(Address of principal executive offices)
Options Issued to Former Employees of Cerebrotec, Inc. and its Subsidiaries
in Connection with the Acquisition of Cerebrotec, Inc.
Amended and Restated 1998 Equity Incentive Plan
(Full title of the plans)
c/o Katherine A. O’Hara
Senior Vice President, General Counsel & Secretary
PerkinElmer, Inc.
940 Winter Street 02451
Waltham, Massachusetts
(Name and address of agent for service)
(781) 663-6900
(Telephone number, including area code, of agent for service)
Copy to:
Hal J. Leibowitz
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
As a result of the merger of Victor Acquisition Corp., a Delaware corporation, with and into ViaCell, Inc. (the “Registrant”), the Registrant became an indirect wholly-owned subsidiary of PerkinElmer, Inc., a Massachusetts corporation. The Amended and Restated 1998 Equity Incentive Plan (the “Plan”) and the options issued to former employees of Cerebrotec, Inc. and its subsidiaries in connection with the acquisition of Cerebrotec, Inc. were terminated. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed to deregister the remaining shares of the Registrant’s Common Stock that were available for issuance under the Plan and the options issued to former employees of Cerebrotec, Inc. and its subsidiaries in connection with the acquisition of Cerebrotec, Inc.
Pursuant to the power conferred on the Registrant in accordance with the provisions of Rule 478 under the Securities Act of 1933, as amended, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to reduce the amount of securities registered, pursuant to its undertaking contained in paragraph (a)(3) of item 9 of the Registration Statement, as initially filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Waltham, Massachusetts, on this 14th day of November, 2007.
VIACELL, INC.
By: /s/ John F. Thero
Name: John F. Thero
Title: Chief Financial Officer