Mentor Corporation - POS AMD No. 3

 

 

  As filed with the Securities and Exchange Commission on February 9, 2006

Registration No. 333-113037

 

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 3

 

to

 

FORM S‑3

 

REGISTRATION STATEMENT

 

Under

The Securities Act of 1933

 

 

MENTOR CORPORATION
(Exact name of Registrant as specified in its charter)

 

 

Minnesota

 

41-0950791

 

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

 

201 Mentor Drive
Santa Barbara, California 93111
(805) 879-6000

 

 

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

 

 

 

Joshua H. Levine
Chief Executive Officer
Mentor Corporation
201 Mentor Drive
Santa Barbara, California 93111
(805) 879-6000

 

 

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

 

 

 

Copies to:

 

 

 

John A. Fore, Esq.
Martin W. Korman, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

 

 

 

  Approximate date of commencement of proposed sale to the public:  Not applicable.

 

  If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o 

 

  If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

 

  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

  If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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.  o

 

  If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  o

 

 

 
 

 

 

On February 24, 2004, Mentor Corporation (the "Company") filed its Registration Statement on Form S-3 (File No. 333-113037) covering $150,000,000 principal amount of 2.75% Convertible Subordinated Notes due January 1, 2024 (the "Notes") and the 5,121,377 shares of the Company's Common Stock issuable upon conversion of such notes to be sold by certain noteholders of the Company.  On April 8, 2004, the Securities and Exchange Commission declared the Registration Statement effective.

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, the Company respectfully requests that the Commission withdraw the Company's Registration Statement on Form S-3.  The Registration Statement was filed in order to register the Notes issued to purchasers in private placements in December 2003.  The selling noteholders re-sold $107,506,000 principal amount of the notes under the Registration Statement.

The Company is requesting the withdrawal of the Registration Statement because, pursuant to the terms of the Registration Rights Agreement between the Company and the initial purchasers of the Notes, the Company's obligations to maintain the effectiveness of the Registration Statement under the Registration Rights Agreement expired on December 22, 2005.

Accordingly, the Company hereby de-registers $42,494,000 of principal amount of the Notes, and 1,450,852 shares of its Common Stock into which the Notes are convertible, which were previously registered pursuant to the Registration Statement remaining unsold thereunder.

 

 

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on February 9, 2006.

MENTOR CORPORATION

By:  /s/LOREN L. MCFARLAND 
        Loren L. McFarland
        Vice President, Chief Financial Officer and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

       /s/JOSHUA H. LEVINE         
Joshua H. Levine

 President, Chief Executive Officer and Director (Principal Executive Officer)

February 9, 2006

     /s/LOREN L. MCFARLAND    
Loren L. McFarland

 Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

February 9, 2006

                            *                             
Joseph E. Whitters

 Chairman of the Board

February 9, 2006

                            *                             
Michael L. Emmons

 Director

February 9, 2006

                            *                             
Walter W. Faster

 Director

February 9, 2006

                            *                             
Eugene G. Glover

 Director

February 9, 2006

                            *                             
Michael Nakonechny

 Director

February 9, 2006

                            *                             
Ronald J. Rossi

 Director

February 9, 2006

                            *                             
Jeffrey W. Ubben

 Director

February 9, 2006

                            *                             
Dr. Richard W. Young

 Director

February 9, 2006

* By: /s/LOREN L. MCFARLAND  
Loren L. McFarland
Attorney-in-fact