As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-39210
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ORASURE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 2835 36-4370966
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
-----------------------------
150 Webster Street
Bethlehem, Pennsylvania 18015
(610) 882-1820
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
-----------------------------
ROBERT D. THOMPSON
150 Webster Street
Bethlehem, Pennsylvania 18015
(610) 882-1820
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
JEFFREY P. LIBSON, ESQ.
Pepper Hamilton LLP
1235 Westlake Drive, Suite 400
Berwyn, Pennsylvania 19312
(610) 640-7800
Facsimile: (610) 640-7835
Approximate date of commencement of proposed sale of the securities to
the public: Not Applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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(d)
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.|_|
<PAGE>
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement on
Form S-4 (Registration No. 333-39210) on which OraSure Technologies, Inc.
registered 45,503,307 shares of its common stock to be issued in connection with
the merger of Epitope, Inc. into OraSure Technologies and the merger of STC
Technologies, Inc. into OraSure Technologies. The Securities and Exchange
Commission declared the registration statement effective on August 31, 2000.
The registrant is filing this Post-Effective Amendment No. 1 to remove from
registration 9,163,097 shares of common stock because the registrant issued only
36,340,210 shares of common stock (of the total of 45,503,307 registered shares)
in connection with the closing of the mergers on September 29, 2000.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Bethlehem,
Commonwealth of Pennsylvania, on December 29, 2000.
OraSure Technologies, Inc.
By: /s/ Robert D. Thompson
------------------------
Robert D. Thompson, Chief Executive
Officer
Know all men by these presents, that we, the undersigned directors of
OraSure Technologies, Inc., hereby severally constitute Robert D. Thompson and
Michael J. Gausling, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the registration statement filed herewith and
any and all amendments to said registration statement, and generally to do all
such things in our names and in our capacities as directors to enable OraSure
Technologies, Inc. to comply with the provisions of the Securities Act of 1933,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signature as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Robert D. Thompson
------------------ Chief Executive Officer and December 29, 2000
Robert D. Thompson Director (Principal Executive Officer)
/s/ Charles E. Bergeron
------------------ Vice President and Chief Financial December 20, 2000
Charles E. Bergeron Officer (Principal Financial Officer)
/s/Theodore R. Gwin
------------------ Controller December 20, 2000
Theodore R. Gwin (Principal Accounting Officer)
/s/ Michael G. Bolton
------------------ Director December 29, 2000
Michael G. Bolton
/s/ William W. Crouse
------------------ Director December 29, 2000
William W. Crouse
/s/ Michael J. Gausling
------------------ President, Chief Operating December 29, 2000
Michael J. Gausling Officer and Director
------------------ Director December __, 2000
Frank G. Hausmann
/s/ Roger L. Pringle
------------------ Director December 29, 2000
Roger L. Pringle
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