SEC Form S-8 POS filed by Tivity Health Inc.

$TVTY
Medical Specialities
Health Care
Get the next $TVTY alert in real time by email
S-8 POS 1 tvty-s8pos.htm S-8 POS tvty-s8pos.htm

 

As filed with the Securities and Exchange Commission on June 28, 2022

 

Registration No. 333-231752

Registration No. 333-230173

Registration No. 333-204313

Registration No. 333-197025

Registration No. 333-167818

Registration No. 333-140950

Registration No. 333-122881

Registration No. 333-113149

Registration No. 333-103510

Registration No. 333-70948

Registration No. 333-33336

Registration No. 333-04615

UNITED STATES

Securities and Exchange Commission

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration No. 333-231752

Form S-8 Registration No. 333-230173

Form S-8 Registration No. 333-204313

Form S-8 Registration No. 333-197025

Form S-8 Registration No. 333-167818

Form S-8 Registration No. 333-140950

Form S-8 Registration No. 333-122881

Form S-8 Registration No. 333-113149

Form S-8 Registration No. 333-103510

Form S-8 Registration No. 333-70948

Form S-8 Registration No. 333-33336

Form S-8 Registration No. 333-04615

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

TIVITY HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

62-1117144

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

701 Cool Springs Boulevard

Franklin, Tennessee 37067

(Address, including zip code, of principal executive offices)

 

 

 

 


 

 

Tivity Health, Inc. Second Amended and Restated 2014 Stock Incentive Plan

Nutrisystem Stock Incentive Plan

Healthways, Inc. Amended and Restated 2014 Stock Incentive Plan

Healthways, Inc. 2014 Stock Incentive Plan

Healthways, Inc. 2007 Stock Incentive Plan

American Healthways, Inc. 1996 Stock Incentive Plan

American Healthways, Inc. 2001 Stock Option Plan for New Employees

American Healthcorp, Inc. 1996 Stock Incentive Plan

(Full title of the plan)

 

 

J. Raymond Bilbao

Chief Legal Officer & Corporate Secretary

Tivity Health, Inc.

701 Cool Springs Boulevard

Franklin, Tennessee 37067

Telephone: (800) 869-5311

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer 

Non-accelerated filer

Smaller reporting company 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 


 

 

DEREGISTRATION OF UNSOLD SECURITIES

 

This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements (collectively, the “Registration Statements”) of Tivity Health, Inc. (the “Company”):

 

 

Registration Statement No. 333-231752, registering shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), issuable pursuant to the Tivity Health, Inc. Second Amended and Restated 2014 Stock Incentive Plan, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2019;

 

 

Registration Statement No. 333-230173, registering shares of Common Stock, issuable pursuant to the Nutrisystem Stock Incentive Plan, filed with the SEC on March 8, 2019;

 

 

Registration Statement No. 333-204313, registering shares of Common Stock, issuable pursuant to the Healthways, Inc. Amended and Restated 2014 Stock Incentive Plan, filed with the SEC on May 19, 2015;

 

 

Registration Statement No. 333-197025, registering shares of Common Stock, issuable pursuant to the Healthways, Inc. 2014 Stock Incentive Plan, filed with the SEC on June 25, 2014;

 

 

Registration Statement No. 333-167818, registering shares of Common Stock, issuable pursuant to the Healthways, Inc. 2007 Stock Incentive Plan, filed with the SEC on June 25, 2010;

 

 

Registration Statement No. 333-140950, registering shares of Common Stock, issuable pursuant to the Healthways, Inc. 2007 Stock Incentive Plan, filed with the SEC on February 28, 2007;

 

 

Registration Statement No. 333-122881, registering shares of Common Stock, issuable pursuant to the American Healthways, Inc. 1996 Stock Incentive Plan, filed with the SEC on February 17, 2005;

 

 

Registration Statement No. 333-113149, registering shares of Common Stock, issuable pursuant to the American Healthways, Inc. 1996 Stock Incentive Plan, filed with the SEC on February 27, 2004;

 

 

Registration Statement No. 333-103510, registering shares of Common Stock, issuable pursuant to the American Healthways, Inc. 1996 Stock Incentive Plan, filed with the SEC on February 28, 2003;

 

 

Registration Statement No. 333-70948, registering shares of Common Stock, issuable pursuant to the American Healthways, Inc. 2001 Stock Option Plan for New Employees, filed with the SEC on October 4, 2001;

 

 

Registration Statement No. 333-33336, registering shares of Common Stock, issuable pursuant to the American Healthways, Inc. 1996 Stock Incentive Plan, filed with the SEC on March 27, 2000; and

 

 

Registration Statement No. 333-04615, registering shares of Common Stock, issuable pursuant to the American Healthcorp, Inc. 1996 Stock Incentive Plan, filed with the SEC on May 28, 1996.

 

On April 5, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 5, 2022, by and among the Company, Titan-Atlas Parent, Inc., presently known as Tivity Health OpCo Parent, Inc., a Delaware corporation (“Parent”), and Titan-Atlas Merger Sub, Inc., a Delaware corporation (“Merger Sub”), providing for the acquisition of the Company by affiliates of Stone Point Capital LLC (“Stone Point Capital”), subject to the terms and conditions set forth therein (the “Merger”).

 

On June 28, 2022, the Merger became effective as a result of the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective Time”). As a result of the Merger, except as otherwise provided in the Merger Agreement, at the Effective Time, each share of Common Stock, issued and outstanding immediately prior to the Effective Time was converted into the right to receive $32.50 in cash, without interest (the “Transaction Consideration”). In addition:

 

 

each option to purchase Common Stock outstanding immediately prior to the Effective Time (each, an “Company Option”), whether vested or unvested, was cancelled and entitles the holder to receive an

 


 

 

amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Transaction Consideration over the exercise price per share of such Company Option. Any Company Options outstanding with an exercise price equal to or in excess of the per share Transaction Consideration was cancelled without any payment to the holder thereof;

 

 

each market stock unit award of the Company (each, a “Company MSU Award”) outstanding immediately prior to the Effective Time became vested, was cancelled and entitles the holder thereof to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock that would have vested pursuant to the terms of such Company MSU Award based on actual performance through the Effective Time, and (ii) the Transaction Consideration; and

 

 

each restricted stock unit award of the Company (each, a “Company RSU Award”) outstanding immediately prior to the Effective Time, subject to certain exceptions, became fully vested, was cancelled and entitles the holder to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the number of shares of Common Stock subject to the Company RSU Award and (ii) the Transaction Consideration.

 

As a result of the consummation of the Transactions, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Effective upon filing hereof, the Company hereby removes from registration all shares of Common Stock registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), 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 to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Franklin, State of Tennessee, on June 28, 2022.

 

TIVITY HEALTH, INC.

 

 

 

By:

/s/ J. Raymond Bilbao

 

 

Name:

J. Raymond Bilbao

 

 

Title:

Chief Legal Officer & Corporate Secretary

 

 

 

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.

 

 

Get the next $TVTY alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$TVTY

DatePrice TargetRatingAnalyst
4/1/2022$31.00Neutral
Credit Suisse
3/11/2022$29.00 → $31.00Neutral
Credit Suisse
1/7/2022$25.00 → $29.00Underperform → Neutral
Credit Suisse
11/9/2021$21.00 → $25.00Underperform
Credit Suisse
More analyst ratings

$TVTY
Press Releases

Fastest customizable press release news feed in the world

See more
  • Fortrea to Add Erin L. Russell to Board of Directors

    DURHAM, N.C., Feb. 21, 2025 (GLOBE NEWSWIRE) -- Fortrea (NASDAQ:FTRE), a leading global contract research organization (CRO), today announced that it will appoint Erin L. Russell, a financial and healthcare executive, as a new independent member of the Company's Board of Directors (the "Board") effective immediately prior to the next regularly scheduled meeting of the Board. Ms. Russell is being appointed in connection with a cooperation agreement (the "Agreement") between Fortrea and Starboard Value LP (together with its affiliates, "Starboard"), an investment firm that owns approximately 5.4% of the Company's outstanding common stock. "We are pleased to have reached a constructive agree

    $EHTH
    $FTRE
    $KAI
    $MODV
    Specialty Insurers
    Finance
    Medical Specialities
    Health Care
  • Modivcare Announces Changes to Board of Directors

    Financial and Healthcare Executive Erin L. Russell Brings Decades of Experience in Healthcare Capital Markets and Strategy Modivcare Inc. (the "Company" or "Modivcare") (NASDAQ:MODV), a technology-enabled healthcare services company providing a platform of integrated supportive care solutions focused on improving health outcomes, today announced that Erin L. Russell has been appointed to its board of directors (the "Board"), effective February 10, 2025. Ms. Russell brings more than 25 years of experience in the healthcare and financial sectors, with a distinguished track record in capital and credit markets. On the Board, Ms. Russell will be a member of the Audit and Nominating and Govern

    $EHTH
    $KAI
    $MODV
    $TVTY
    Specialty Insurers
    Finance
    Industrial Machinery/Components
    Industrials
  • SilverSneakers to Offer World Class Fitness Experience from Apple Fitness+ in 2023

    Members in participating health plans will have access to workouts and meditations for all skill levels, interests, and goals with an Apple Fitness+ subscription at no additional cost NASHVILLE, Tenn., Oct. 20, 2022 /PRNewswire/ -- SilverSneakers® by Tivity Health®, the nation's leading fitness program for older adults, will offer members an Apple Fitness+™ subscription at no additional cost starting in 2023. With a Fitness+ subscription SilverSneakers members in participating health plans will have access to over 3,000 workouts and meditations including programs to get started or go after a goal and engaging audio experiences like Time to Walk and Time to Run to motivate users to get moving

    $TVTY
    Medical Specialities
    Health Care

$TVTY
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$TVTY
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$TVTY
SEC Filings

See more

$TVTY
Leadership Updates

Live Leadership Updates

See more
  • Modivcare Announces Changes to Board of Directors

    Financial and Healthcare Executive Erin L. Russell Brings Decades of Experience in Healthcare Capital Markets and Strategy Modivcare Inc. (the "Company" or "Modivcare") (NASDAQ:MODV), a technology-enabled healthcare services company providing a platform of integrated supportive care solutions focused on improving health outcomes, today announced that Erin L. Russell has been appointed to its board of directors (the "Board"), effective February 10, 2025. Ms. Russell brings more than 25 years of experience in the healthcare and financial sectors, with a distinguished track record in capital and credit markets. On the Board, Ms. Russell will be a member of the Audit and Nominating and Govern

    $EHTH
    $KAI
    $MODV
    $TVTY
    Specialty Insurers
    Finance
    Industrial Machinery/Components
    Industrials
  • Tivity Health Appoints Stephanie Davis Michelman to Board of Directors

    NASHVILLE, Tenn., Jan. 24, 2022 /PRNewswire/ -- Tivity Health, Inc. (NASDAQ:TVTY), a leading provider of health improvement solutions, announced today the appointment of Stephanie Davis Michelman as an independent director to its Board of Directors. Michelman, most recently Vice President/General Manager, of Bobbi Brown Cosmetics (Estée Lauder Companies), has over 15 years' experience driving growth and profitability in public and private companies, working to expand several of the most well-known consumer brands. "Stephanie brings a keen insight and a wealth of experience to

    $TVTY
    Medical Specialities
    Health Care
  • Tivity Health Delivers Strong Results For First Quarter 2021 With 141% Year Over Year Increase In Income From Continuing Operations

    NASHVILLE, Tenn., May 5, 2021 /PRNewswire/ -- Tivity Health, Inc. (NASDAQ:TVTY), today announced financial results for the first quarter ended March 31, 2021. Richard Ashworth, President and Chief Executive Officer, commented, "We delivered strong results for the first quarter of 2021, allowing us to tighten the ranges on revenue and Adjusted EBITDA guidance for the full year. We successfully expanded our SilverSneakers virtual offerings by launching a new Roku application for viewing on-demand content and are on track to deploy our omni-channel capabilities by the start of the third quarter.  These strategic initiatives combined with the continued momentum in the number of in-person visits

    $TVTY
    Medical Specialities
    Health Care

$TVTY
Financials

Live finance-specific insights

See more
  • Tivity Health to Issue First Quarter 2022 Financial Results After Market Close on May 5

    NASHVILLE, Tenn., April 22, 2022 /PRNewswire/ -- Tivity Health, Inc. (NASDAQ:TVTY) (the "Company") today announced that its financial results for the first quarter ending March 31, 2022, will be released after market close on Thursday, May 5, 2022. On April 5, 2022, the Company entered into a definitive agreement to be acquired by Stone Point Capital. In light of this pending transaction, the Company will not be hosting an earnings conference call to discuss its results for the quarter and will not be providing or updating previously issued financial guidance. About Tivity Hea

    $TVTY
    Medical Specialities
    Health Care
  • Tivity Health Announces Definitive Agreement to Be Acquired by Stone Point Capital for $32.50 Per Share in Cash

    Total Transaction Value of $2.0 Billion NASHVILLE, Tenn., April 5, 2022 /PRNewswire/ -- Tivity Health® (NASDAQ:TVTY), a leading provider of healthy life-changing solutions, including SilverSneakers®, Prime® Fitness and WholeHealth Living®, today announced that it has entered into a definitive agreement to be acquired by funds managed by Stone Point Capital. Under the terms of the agreement, Tivity Health stockholders will receive $32.50 in cash per share, representing a total transaction value of $2.0 billion. Upon completion of the transaction, Tivity Health will become a privately held company, and its common stock will no longer be traded on Nasdaq. Anthony Sanfilippo, Chairman of the Boa

    $TVTY
    Medical Specialities
    Health Care
  • TIVITY HEALTH DELIVERS STRONG FOURTH QUARTER AND FULL YEAR 2021 RESULTS

    NASHVILLE, Tenn., Feb. 24, 2022 /PRNewswire/ -- Tivity Health, Inc. (NASDAQ:TVTY) (the "Company"), a leading provider of healthy life-changing solutions, including SilverSneakers®, today announced financial results for the fourth quarter and year ended December 31, 2021. Richard Ashworth, President and Chief Executive Officer, commented, "We are pleased with our financial and operational performance in 2021 supported by strength in both in-person visits and our virtual fitness offerings.  Our new mental enrichment and social connection programs for SilverSneakers members are further evidence of our ability to deliver on our strategic roadmap to offer members additional, more personalized pa

    $TVTY
    Medical Specialities
    Health Care

$TVTY
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more