As filed with the Securities and Exchange Commission
on April 6, 2022
Registration No. 333-258367
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO FORM S-1 ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOC TELEMED, INC.
(Exact Name of Registrant
as Specified in Its Charter)
Delaware |
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84-3131208 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
2411 Dulles Corner Park, Suite 475
Herndon, Virginia 20171
(866) 483-9690
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Christopher M. Gallagher
Chief Executive Officer
SOC Telemed, Inc.
2411 Dulles Corner Park, Suite 475
Herndon, Virginia 20171
(866) 483-9690
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Eunice J. Kim
General Counsel
SOC Telemed, Inc.
2411 Dulles Corner Park, Suite 475
Herndon, Virginia 20171
(866) 483-9690 |
|
Ryan K. Brissette
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446 4934 |
Approximate date of commencement
of proposed sale to the public: Not applicable.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
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. ☐
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. ☐
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. ☐
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. ☐
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. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On August 2, 2021, SOC Telemed,
Inc., a Delaware corporation (the “Registrant”), filed a Registration Statement on Form S-1 (the “Form S-1” and,
as amended, the “Registration Statement”) (Registration No. 333-258367) with the U.S. Securities and Exchange Commission (the
“Commission”), which was declared effective by the Commission on August 10, 2021. On December 7, 2021, the Registrant filed
a Post-Effective Amendment No. 1 to Form S-1 on Form S-3, which was declared effective by the Commission on December 9, 2021, to convert
the Form S-1 into a Registration Statement on Form S-3.
On February 2, 2022, the
Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Spark Parent, Inc., a Delaware corporation
(“Parent”), and Spark Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger
Sub”). Pursuant to the Merger Agreement, effective April 6, 2022, Merger Sub merged with and into the Registrant, with the Registrant
surviving the merger as a direct, wholly owned subsidiary of Parent.
As a result of the completion
of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant
to the Registration Statement. In accordance with an undertaking in the Registration Statement to remove from registration, by means of
a post-effective amendment, any and all securities that were registered for issuance but remain unsold at the termination of the offering,
the Registrant hereby removes from registration any and all securities of the Registrant registered but unsold under the Registration
Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment No. 2
to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Herndon, Commonwealth
of Virginia, on April 6, 2022.
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SOC TELMED, INC. |
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By: |
/s/ Christopher M. Gallagher |
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Christopher M. Gallagher |
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Chief Executive Officer |
2
SOC Telemed (NASDAQ:TLMD)
過去 株価チャート
から 5 2024 まで 6 2024
SOC Telemed (NASDAQ:TLMD)
過去 株価チャート
から 6 2023 まで 6 2024