Registration No. 333-100878 As filed with the Securities and Exchange Commission on February 11, 2005 SECURITIES AND EXCHANGE COMMISSION POST-EFFECTIVE AMENDMENT NO. 1 EZEM, INC. |
Delaware | 11-199504 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
1111 Marcus Avenue Lake Success, New York 11042 |
(Address of Principal Executive Offices) (Zip Code) |
E-Z-EM, Inc. 1983 Stock Option Plan E-Z-EM, Inc. 1984 Directors and Consultants Stock Option Plan |
(Full title of the plan) |
Anthony A. Lombardo EZEM, Inc. 1111 Marcus Avenue Lake Success, New York 11042 |
(Name and Address of Agent for Services) |
516-333-8230 |
(Telephone number, including area code of Agent for Service) |
Copy to: Scott M. Tayne, Esq. Davies Ward Phillips & Vineberg LLP 625 Madison Avenue, 12th Floor New York, New York 10022 |
DEREGISTRATION OF SECURITIES
On October 26, 2004, the stockholders of the Company approved the E-Z-EM, Inc. 2004 Stock and Incentive Award Plan (2004 Plan) and authorized for issuance thereunder (a) 350,000 shares of the Companys common stock and an aggregate of 658,425 shares of the Companys common stock reserved for issuance upon exercise of options available for grant under the E-Z-EM, Inc. 1983 Stock Option Plan (1983 Plan) and the E-Z-EM, Inc. 1984 Directors and Consultants Stock Option Plan (1984 Plan). Of these 658,425 shares, 576,346 are available under the 1983 Plan and 82,079 are available under the 1984 Plan. The Company does not intend to make any further option grants under either the 1983 Plan or the 1984 Plan. In accordance with Instruction E to Form S-8, Registrant is filing this Post-Effective Amendment No. 1 to deregister 658,425 shares originally registered under this Registration Statement in connection with the 1983 Plan and the 1984 Plan. The remaining shares initially registered under the Registration Statement for the 1983 Plan and the 1984 Plan, including shares that have been issued upon exercise of options and shares available for issuance upon exercise of options currently outstanding under the 1983 Plan and the 1984 Plan, as well as all shares registered under this Registration Statement for issuance under the Companys Employee Stock Purchase Plan, remain registered under this 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on the 11th day of February, 2005. |
EZEM, Inc. | ||
By: | /s/ Anthony A. Lombardo | |
| ||
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 and on the dates indicated. |
Signature | Title | Date | |||
/s/ Anthony A. Lombardo | President, Chief Executive Officer, Director (Principal Executive Officer) |
February 11, 2005 | |||
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Anthony A. Lombardo | |||||
/s/ Dennis J. Curtin | Chief
Financial Officer (Principal Financial & Accounting Officer) |
February 11, 2005 | |||
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Dennis J. Curtin | |||||
/s/ Paul S. Echenberg | Chairman of the Board and Director | February 11, 2005 | |||
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Paul S. Echenberg | |||||
/s/ Howard S. Stern | Director | February 11, 2005 | |||
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Howard S. Stern | |||||
/s/ James L. Katz | Director | February 11, 2005 | |||
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James L. Katz | |||||
/s/ David P. Meyers | Director | February 11, 2005 | |||
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David P. Meyers | |||||
/s/ George P. Ward | Director | February 11, 2005 | |||
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George P. Ward | |||||
/s/ Robert J. Beckman | Director | February 11, 2005 | |||
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Robert J. Beckman | |||||
/s/ John T. Preston | Director | February 11, 2005 | |||
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John T. Preston | |||||
/s/ James H. Thrall, M.D. | Director | February 11, 2005 | |||
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Dr. James H. Thrall |
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