Unassociated Document
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Registration
No. 33-58970
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United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
PSYCHEMEDICS
CORPORATION
(Exact
name of registrant as specified
in
its charter)
DELAWARE
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58-1701987
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation
or organization)
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125 Nagog
Park, Acton, Massachusetts 01720
(978)
206-8220
(Address,
including zip code, and telephone number of registrant’s principal
executive offices)
Raymond
C. Kubacki
PSYCHEMEDICS
CORPORATION
125 Nagog
Park, Acton, Massachusetts 01720
(978)
206-8220
(Name,
address and zip code and telephone number, including area code, of
agent for service)
Copies
to:
Patrick
J. Kinney, Jr., Esq.
Lynch,
Brewer, Hoffman & Fink, LLP
101
Federal Street
Boston,
Massachusetts 02110
(617)
951-0800
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 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 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, or a non-accelerated filer. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange
Act of 1934 (check one):
Large
accelerated filer £
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Accelerated
filer £
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Non-accelerated
filer £
(Do
not check if smaller reporting Company)
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Smaller
Reporting Company R
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EXPLANATORY
NOTE
(Deregistration
of Common Stock)
Psychemedics Corporation (the
“Registrant”) filed with the Securities and Exchange Commission an Amendment No.
3 to Registration Statement on Form S-3 on June 21, 1993, which was declared
effective on June 23, 1993 (Reg. No. 33-58970)(the “Registration Statement”),
which originally registered 215,000 shares of Common Stock, par value $.005 per
share (the “Shares”) of the Registrant (55,362 shares, as adjusted for a stock
dividend in 1996 and a reverse stock split in 2002) for resale by the selling
stockholders named therein (the “Selling Security Holders”). The
offering contemplated by the Registration Statement has terminated by virtue of
the expiration of the Registrant’s contractual obligation to maintain the
effectiveness of the Registration Statement. Accordingly, the
Registrant desires to deregister all of the Shares which have not been resold by
the Selling Security Holders (the “Remaining Shares”).
Pursuant
to Rule 478 promulgated under the Securities Act of 1933, as amended (the “Act”)
and the undertaking contained in this Form S-3 pursuant to Item 512(a)(3) of
Regulation S-K promulgated under the Act, the Registrant hereby removes the
Remaining Shares from registration.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company 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 Town of Acton, Massachusetts, on this 4th day of
February, 2011.
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PSYCHEMEDICS
CORPORATION
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By
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/s/ Raymond C. Kubacki
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Raymond
C. Kubacki, President
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and
Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
Raymond C. Kubacki
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President,
Chief Executive Officer,
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February
4, 2011
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Raymond
C. Kubacki
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Director
(principal executive
officer)
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/s/
Neil Lerner
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Vice
President, and Controller
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February
4, 2011
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Neil
Lerner
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(principal
financial officer)
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/s/
Harry F. Connick
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Director
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February
4, 2011
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Harry
F. Connick
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/s/
Walter S. Tomenson
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Director
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February
4, 2011
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Walter
S. Tomenson
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/s/
Fred J. Weinert
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Director
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February
4, 2011
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Fred
J. Weinert
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