Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 09 2017 - 4:15PM
Edgar (US Regulatory)
Registration No.
333-208172
Registration No.
333-167141
Registration No.
333-163892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-208172
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-167141
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-163892
UNDER THE SECURITIES ACT OF 1933
TEAM
HEALTH HOLDINGS, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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36-4276525
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(State of Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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265 Brookview
Centre Way, Suite 400
Knoxville, Tennessee
(865) 693-1000
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(Address of Principal Executive Offices)
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Amended and Restated Team Health Holdings, Inc. 1997 Equity
Participation Plan
Amended and Restated 2002 Equity Participation Plan of Team
Health Holdings, Inc.
Amended and Restated Team Health Holdings, Inc. 2007 Equity
Participation Plan
Amended and Restated Team Health Holdings, Inc. 2012 Equity
Participation Plan
Team Health Holdings, Inc. 2010 Employee Stock Purchase Plan
Team Health Holdings, Inc. 2010 Nonqualified Stock Purchase
Plan
Team Health Holdings, Inc. 2009 Stock Incentive Plan
(Full Title of Plan)
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c/o Steven E. Clifton
Executive Vice President, General Counsel and Corporate Secretary
Team Health Holdings, Inc.
265 Brookview Centre Way, Suite 400
Knoxville, Tennessee 37919
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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Copies to:
Joshua N. Korff,
Esq.
Michael Kim,
Esq.
Kirkland &
Ellis LLP
601 Lexington
Avenue
New York, New
York 10022
(212) 446-4800
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.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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DEREGISTRATION OF SECURITIES
Team Health Holdings,
Inc. (the “
Registrant
”) is filing with the Securities and Exchange Commission (the “
SEC
”)
these Post-Effective Amendments (these “
Post-Effective Amendments
”) in connection with the following Registration
Statements on Form S-8 (each a “
Registration Statement
,” and collectively, the “
Registration Statements
”)
of:
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·
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Registration Statement No. 333-208172, filed with the SEC on November 23, 2015, pertaining to the
registration of 1,971,078 shares of Common Stock, par value $0.01 per share (the “
Common Stock
”), of the Registrant
for issuance pursuant to the Amended and Restated Team Health Holdings, Inc. 1997 Equity Participation Plan, Amended and Restated
2002 Equity Participation Plan of Team Health Holdings, Inc., Amended and Restated Team Health Holdings, Inc. 2007 Equity Participation
Plan and Amended and Restated Team Heath Holdings, Inc. 2012 Equity Participation Plan;
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·
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Registration Statement No. 333-167141, filed with the SEC on May 27, 2010, pertaining to the registration
of 1,400,000 shares of Common Stock of the Registrant for issuance pursuant to the Team Health Holdings, Inc. 2010 Employee Stock
Purchase Plan and the Team Health Holdings, Inc. 2010 Nonqualified Stock Purchase Plan; and
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·
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Registration Statement No. 333-163892, filed with the SEC on December 21, 2009, pertaining to the
registration of 15,100,000 shares of Common Stock of the Registrant for issuance pursuant to the Team Health Holdings, Inc. 2009
Stock Incentive Plan.
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On February 6, 2017,
pursuant to an Agreement and Plan of Merger, dated as of October 30, 2016, by and among the Registrant, Tennessee Parent, Inc.,
a Delaware corporation (“
Parent
”), and Tennessee Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“
Merger Sub
”), Merger Sub merged with and into the Registrant (the “
Merger
”),
with the Registrant surviving the Merger as a wholly owned subsidiary of Parent.
As a result of the
Merger, the Registrant has terminated any offerings of securities pursuant to the Registration Statements.
Accordingly,
the
Registrant
is filing these Post-Effective Amendments to the Registration Statements
pursuant to Rule 478 under the Securities Act of 1933, as amended, to terminate the effectiveness of the Registration Statements,
and,
in accordance with the undertakings made by the Registrant in the Registration Statements, to remove from registration
any and all of the securities previously registered under the Registration Statements that remain unsold as of the date hereof.
The Registration Statements are hereby amended, as appropriate, to reflect the deregistration
of all such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant, Team Health Holdings, Inc., 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 these Post-Effective Amendments to
the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of February,
2017.
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TEAM HEALTH HOLDINGS, INC.
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By:
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/s/
Steven E. Clifton
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Steven E. Clifton
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Executive Vice President, General Counsel and Corporate Secretary
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No other person is required to sign these
Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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