As filed with the Securities and Exchange Commission on April 21, 2008

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT No. 333-118877

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT No. 333-102615

UNDER THE SECURITIES ACT OF 1933

VISTACARE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		06-1521534 (I.R.S. Employer Identification No.)
4800 North Scottsdale Road, Scottsdale, AZ (Address of Principal Executive Offices)		85251 (Zip Code)

VistaCare, Inc. 1998 Stock Option Plan
VistaCare, Inc. 2002 Non-Employee Director Stock Option Plan
VistaCare, Inc. 2002 Employee Stock Purchase Plan
(Full title of the plans)

W. Bradley Bickham
Vice President and General Counsel
Odyssey HealthCare, Inc.
717 N. Harwood Street
Suite 1500
Dallas, Texas 75201
(Name and address of agent for service)

(214) 245-3176
(Telephone number, including area code, of agent for service)

copy to:
P. Gregory Hidalgo
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201-2975
(214) 220-7700

     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. (Check one):

o Large accelerated filer		þ Accelerated filer		o Non-accelerated filer (Do not check if a smaller reporting company)		o Smaller reporting company

 

 

EXPLANATORY NOTE

This Post-Effective Amendment relates to the following Registration Statements of VistaCare, Inc. (“VistaCare”) filed on Form S-8 (collectively, the “Registration Statements”):

1.     Registration Statement No. 333-118877, filed on September 9, 2004, registering 800,000 shares of Class A Common Stock of VistaCare, par value $0.01 per share (the “Common Stock”) under the VistaCare, Inc. 1998 Stock Option Plan.

2.     Registration Statement No. 333-102615, filed on January 21, 2003, registering 3,700,000 shares of Common Stock under the VistaCare, Inc. 1998 Stock Option Plan, the VistaCare, Inc. 2002 Non-Employee Director Stock Option Plan, and the VistaCare, Inc. 2002 Employee Stock Purchase Plan.

On March 6, 2006, pursuant to an Agreement and Plan of Merger, dated as of January 15, 2008, among VistaCare, Odyssey Healthcare Holding Company, a Delaware corporation (“Parent”), and OHC Investment, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into VistaCare (the “Merger”) with VistaCare surviving the Merger as a wholly-owned subsidiary of Parent. On March 6, 2008, VistaCare filed a certification and notice of termination of registration on Form 15 with respect to the Common Stock.

As a result of the Merger, VistaCare is terminating all offerings of its securities pursuant to its existing Registration Statements. Accordingly, VistaCare is filing this Post-Effective Amendment to the Registration Statements to de-register all shares of the Common Stock reserved for issuance under the 1998 Stock Option Plan, the 2002 Non-Employee Director Stock Option Plan, and the 2002 Employee Stock Purchase Plan, which remain unissued on the date of the Merger.

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 the Post-Effective Amendment to its Registration Statements on Form S-8 (Registration Nos. 333-118877 and 333-102615) and has duly caused this Post-Effective Amendment to its Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 17, 2008.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registrant’s Registration Statements has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ Robert A. Lefton   Robert A. Lefton		Director, President and Chief Executive Officer (Principal Executive Officer)		April 17, 2008
/s/ R. Dirk Allison   R. Dirk Allison		Senior Vice President, Chief Financial Officer, Assistant Secretary and Treasurer (Principal Financial and Accounting Officer)		April 17, 2008
/s/ James E. Buncher   James E. Buncher		Director		April 17, 2008
/s/ Richard R. Burnham   Richard R. Burnham		Director		April 17, 2008
/s/ John K. Carlyle   John K. Carlyle		Director		April 17, 2008
/s/ David W. Cross   David W. Cross		Director		April 17, 2008
/s/ Paul J. Feldstein   Paul J. Feldstein		Director		April 17, 2008
/s/ Robert Ortenzio   Robert Ortenzio		Director		April 2, 2008
/s/ Shawn S. Schabel   Shawn S. Schabel		Director		April 17, 2008
/s/ David L. Steffy   David L. Steffy		Director		April 8, 2008