As filed with the Securities and Exchange Commission on
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SONIC INNOVATIONS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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87-0494518
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(State incorporation)
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(I.R.S. Employer Identification No.)
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2795 East Cottonwood Parkway, Suite 660
Salt Lake City, UT 84121-7036
(Address of principal executive offices)
2000 STOCK PLAN
(Full Title of the Plan)
Michael M. Halloran
Vice President and Chief Financial Officer
SONIC INNOVATIONS, INC.
2795 East Cottonwood Parkway, Suite 660
Salt Lake City, Utah 84121-7036
(Name and address of agent for service)
(801) 365-2800
(Telephone number, including area code, of agent for service)
Copy to:
Gregory E. Lindley, Esq.
Holland & Hart LLP
60 E. South Temple, Suite 2000
Salt Lake City, UT 84111-1031
Telephone: (801) 799-5800
CALCULATION OF REGISTRATION FEE
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Title of
each class of securities to be registered
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Amount to be
registered (1)
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Proposed
maximum offering
price per share(2)
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Proposed
maximum aggregate
offering price
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Amount of
registration
fee
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Common stock, $0.001 par value, and associated Preferred Share Purchase Rights to be issued under the:
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2000 Stock Plan
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789,474
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$3.70
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$2,921,053.80
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$114.80
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall be deemed to cover an indeterminable
number of additional shares that may become issuable pursuant to the anti-dilution provisions of the plans listed above.
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(2)
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The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices of the Registrants Common Stock as reported on the NASDAQ National Market on May 21, 2008.
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EXPLANATORY NOTE
This Registration Statement is filed pursuant General Instruction E to Form S-8
under the Securities Act of 1933, as amended, with respect to 789,474 additional shares of the Registrants Common Stock that may be issued pursuant to the Registrants 2000 Stock Plan. The contents of the Registrants Registration
Statements on Form S-8 filed with the Securities and Exchange Commission on May 9, 2000 (file number 333-36562), May 2, 2001 (file number 333-59988), January 3, 2002 (file number 333-76250), August 16, 2002 (file number
333-98303), August 30, 2002 (file number 333-99035), April 2, 2003 (file number 333-104239), May 14, 2004 (file number 333-115524), May 11, 2005 (file number 333-124814), May 22, 2006 (file number
333-134361) and August 10, 2007 (file number 333-145312) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The
following documents and information heretofore filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:
1. The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
2. All other reports
filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended (the Exchange Act) since the end of the fiscal year covered by Registrants Annual Report on Form 10-K referred to
above.
3. The description of the Registrants Common Stock contained in the Registration Statement on Form 8-A filed on April 13, 2000 pursuant
to Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
4. The description of the
Registrants Preferred Share Purchase Rights contained in the Registrants Registration Statement on Form 8-A filed on April 16, 2001 pursuant to Section 12(g) of the Exchange Act, including any amendment or report updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or
after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
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Description of Securities.
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Not required to be
filed with this Registration Statement pursuant to General Instruction E to Form S-8.
Item 5.
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Interests of Named Experts and Counsel.
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None.
Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter
documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.
Article XI of the Registrants Certificate of Incorporation provides for the indemnification of directors and officers to the fullest extent
permissible under Delaware law.
Article 6 of the Registrants Bylaws provides, subject to certain limited exceptions, the Registrant
shall indemnify its directors and officers and certain third parties acting on behalf of the Registrant to the fullest extent permitted under Delaware Law.
The Registrant has entered into indemnification agreements with its directors and officers, in addition to indemnification provided for in the Registrants Certificate of Incorporation and Bylaws, and intends to
enter into indemnification agreements with any new directors and officers in the future. The directors and officers of the Registrant are insured under policies of insurance maintained by the Registrant, subject to the limits of the policies,
against certain losses arising from any claims made against them by reason of being or having been such directors or officers.
Item 7.
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Exemption from Registration Claimed.
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Not
Applicable.
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Exhibit
Number
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Description
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4.1
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2000 Stock Plan, as amended, incorporated by reference from the Registrants Registration Statement on Form S-8 filed on August 30, 2002.
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5.1
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Opinion and Consent of Holland & Hart LLP, counsel to the Registrant.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Mesirow Financial Consulting, LLC.
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24.1
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Power of Attorney (see page 6).
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(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the securities being
registered that remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrants Annual Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah on May 23, 2008.
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S
ONIC
I
NNOVATIONS
, I
NC
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By:
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/s/ M
ICHAEL
M. H
ALLORAN
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Michael M. Halloran
Vice President and
Chief Financial
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel L. Westover and Michael M. Halloran, and each of them, their true and lawful attorneys and agents,
with full power of substitution, each with the power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 and to perform any acts necessary in order to file such
amendments, and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or their or his substitutes, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in the capacities indicated on May 23, 2008.
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Signature
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Title
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S
/ S
AMUEL
L. W
ESTOVER
Samuel L. Westover
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Chairman of the Board, President, Chief Executive Office
and Director (Principal Executive Officer)
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S
/ M
ICHAEL
M. H
ALLORAN
Michael M. Halloran
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Vice President and Chief Financial Officer and Secretary
(Principal Financial Officer)
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S
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COTT
O. L
INDEMAN
Scott O. Lindeman
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Vice President and Corporate Controller (Principal
Accounting Office)
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S
/ J
AMES
M. C
ALLAHAN
James M. Callahan
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Director
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S
/ C
HERIE
F
UZZELL
Cherie Fuzzell
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Director
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S
/ C
RAIG
L. M
C
K
NIGHT
Craig L. McKnight
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Director
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S
/ R
OBERT
W. M
ILLER
Robert W. Miller
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Director
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S
/ A
NDREW
G. R
AGUSKUS
Andrew G. Raguskus
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Director
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S
/ K
EVIN
J. R
YAN
Kevin J. Ryan
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Director
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S
/ L
AWRENCE
C. W
ARD
Lawrence C. Ward
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Director
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