- Post-Effective Amendment to an S-8 filing (S-8 POS)

As filed with the Securities and Exchange Commission on July 12, 2010

Registration No. 333-148027

 

 

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

 

VIRTUAL RADIOLOGIC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		27-0074530 (I.R.S. Employer Identification Number)

11995 Singletree Lane, Suite 500, Eden Prairie, Minnesota 55344
[phone]
(Address of Registrant’s Principal Executive Office) (Zip Code)

 

Virtual Radiologic Corporation Equity Incentive Plan
Virtual Radiologic Corporation Non-Incentive Stock Option
Agreements with Nabil El-Hage, Andrew Hertzmark, Mark
Jennings and Richard Nigon
(Full title of the plan)

Robert C. Kill
President and Chief Executive Officer
Virtual Radiologic Corporation
11995 Singletree Lane, Suite 500
Eden Prairie, MN 55344
[phone]
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

 

 

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DEREGISTRATION OF SECURITIES

     On December 12, 2007, Virtual Radiologic Corporation, a Delaware corporation (“Virtual Radiologic”), filed with the Securities and Exchange Commission a registration statement on Form S-8 (Registration No. 333-148027) (the “Registration Statement”) registering 2,800,916 shares of the common stock of Virtual Radiologic, $0.001 par value per share (the “Common Stock”), issuable pursuant to the Virtual Radiologic Corporation Equity Incentive Plan (the “Plan”) and 120,000 shares of Common Stock issuable outside of the Plan pursuant to Non-Incentive Stock Option Agreements between Virtual Radiologic and Messrs. Nabil El-Hage, Andrew Hertzmark, Mark Jennings, and Richard Nigon.

     On July 12, 2010, Virtual Radiologic became an indirect subsidiary of investment funds affiliated with Providence Equity Partners L.L.C. as a result of the merger of Viking Acquisition Corporation with and into Virtual Radiologic, pursuant to an Agreement and Plan of Merger dated May 16, 2010, by and among Viking Holdings Inc. (formerly known as Viking Holdings LLC), Viking Acquisition Corporation, and Virtual Radiologic.

     As a result of the merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by Virtual Radiologic in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, Virtual Radiologic hereby removes from registration the Virtual Radiologic common stock registered but unsold under the Registration Statement and terminates the effectiveness 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on July 12, 2010.

	VIRTUAL RADIOLOGIC CORPORATION
	By:	/s/ Robert C. Kill
		Robert C. Kill
		President and Chief Executive Officer (principal executive officer)
	By:	/s/ Leonard C. Purkis
		Leonard C. Purkis
		Chief Financial Officer (principal financial and accounting officer)

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed on July 12, 2010, by the following persons in the capacities indicated.

Signature		Title		Date
/s/ Robert C. Kill   Robert C. Kill		President and Chief Executive Officer		July 12, 2010
/s/ Leonard C. Purkis   Leonard C. Purkis		Chief Financial Officer		July 12, 2010
/s/ Jesse M. Du Bey   Jesse M. Du Bey		Director		July 12, 2010