As filed with the Securities and Exchange Commission on April 3, 2012

Registration No. 333-153303

 

 

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

 

TH Merger Company, LLC

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

45-4848595

(State or Other Jurisdiction of Incorporation or
Organization)

 

(I.R.S. Employer Identification No.)

 

10350 Ormsby Park Place, Suite 300
Louisville, Kentucky

 

40223

(Address of Principal Executive Offices)

 

(Zip Code)

 

T. Richard Riney, Esq.

Ventas, Inc.

10350 Ormsby Park Place, Suite 300

Louisville, Kentucky 40223

(502) 357-9000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copy to:

 

Steven A. Seidman, Esq.

A. Mark Getachew, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY  10019

Telephone: (212) 728-8000

 

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.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer (Do not check if a smaller reporting company) o

 

Smaller reporting company o

 

 

                                                                                                                                                                                                                                                                                                                                               

 


 

TERMINATION OF REGISTRATION

 

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-153303) (the “Registration Statement”), originally filed on September 2, 2008 by TH Merger Company, LLC (as successor to Cogdell Spencer Inc.) (“Cogdell”), is being filed to remove from registration any and all shares of Cogdell common stock, par value $0.01 per share (“Common Stock”), that were registered under the Registration Statement and have not been, and will not be, issued or sold pursuant to the Registration Statement.

 

This Post-Effective Amendment No. 1 is being filed in accordance with Cogdell’s undertaking set forth in Part II, Item 9 of the Registration Statement.

 

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, Commonwealth of Kentucky, on April 3, 2012.

 

 

 

TH MERGER COMPANY, LLC

 

 

 

By:

/s/ T. Richard Riney

 

Name:

T. Richard Riney

 

Title:

Executive Vice President and Associate Secretary

 

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons on this 3rd day of April, 2012 in the capacities indicated.

 

Signature

 

Title

 

 

 

/s/ Richard A. Schweinhart

 

President and Chief Financial Officer and

Richard A. Schweinhart

 

Manager (Principal Executive Officer and Principal Financial Officer)

 

 

 

/s/ Robert J. Brehl

 

Vice President and Chief Accounting

Robert J. Brehl

 

Officer (Principal Accounting Officer)

 

 

 

/s/ T. Richard Riney

 

Manager

T. Richard Riney

 

 

 

[Signature Page to Post-Effective Amendment to Form S-8 (No. 333-153303)]

 

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