Post-effective Amendment to Registration Statement (pos Am)
2016年6月25日 - 5:19AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 24, 2016
Registration No. 333-188245
Registration No. 333-145349
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-188245
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT
NO. 333-145349
UNDER
THE SECURITIES ACT OF 1933
CASCADE
MICROTECH, INC.
(Exact Name of Registrant as specified in its charter)
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Oregon
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93-0856709
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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9100 S.W. Gemini Drive
Beaverton, Oregon 97008
(Address including zip code of Principal Executive Offices)
Michael M. Ludwig
Chief
Financial Officer
FormFactor, Inc.
7005 Southfront Road
Livermore, California 94551
(925) 290-4000
(Name,
address and telephone number, including area code, of agent for service)
Approximate date of commencement
of proposed public sale: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, check the following box.
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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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
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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.
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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.
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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.
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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.
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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.
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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(do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the Post-Effective Amendment) filed by Cascade Microtech, Inc., an Oregon corporation (the Company),
relates to the following Registration Statements on Form S-3 filed by the Company (collectively, the Registration Statements) with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement No. 333-188245, filed with the Commission on April 30, 2013, as amended by Amendment No. 1, filed with the Commission on May 9, 2013; and
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Registration Statement No. 333-145349, filed with the Commission on August 10, 2007, as amended by Amendment No. 1, filed with the Commission on September 14, 2007.
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On June 24, 2016, the Company completed the merger (the Merger) contemplated by the Agreement and Plan of Merger, dated as of
February 3, 2016, by and among the Company, FormFactor, Inc., a Delaware corporation (FormFactor), and Cardinal Merger Subsidiary, Inc., an Oregon corporation and wholly owned subsidiary of FormFactor (Merger Sub) (the
Merger Agreement).
In connection with the Merger, the Company has terminated any and all offerings of the Companys securities pursuant
to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from
registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities registered but unsold under the
Registration Statements as of the date hereof.
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-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beaverton, State of Oregon, on
June 24, 2016.
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CASCADE MICROTECH, INC.
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By:
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/s/ Michael M. Ludwig
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Name: Michael M. Ludwig
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Title: Chief Financial Officer
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
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