Securities Registration: Employee Benefit Plan (s-8)
27 Febrero 2020 - 3:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Intersect ENT, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-0280837
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1555 Adams Drive
Menlo Park, California 94025
(650) 641-2100
(Address of principal executive offices) (Zip code)
Intersect
ENT, Inc. 2014 Equity Incentive Plan
(Full title of the plan)
Thomas A. West
President and Chief Executive Officer
Intersect ENT, Inc.
1555
Adams Drive
Menlo Park, California 94025
(650) 641-2100
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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Matthew B. Hemington
Seth Gottlieb
Cooley
LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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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 the definitions of large accelerated filer, accelerated filer smaller reporting company and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title 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 (2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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967,064
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$24.10
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$23,306,242.40
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$3,025.15
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(1)
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Represents 967,064 additional shares of common stock of Intersect ENT, Inc. (the Registrant)
reserved for future issuance under the Intersect ENT, Inc. 2014 Equity Incentive Plan (the 2014 Plan) by reason of the automatic increase provision of the 2014 Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock of the Registrant that become issuable under the 2014 Plan set forth herein by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrants common stock.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating
the registration fee on the basis of $24.10, the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Market on February 25, 2020.
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EXPLANATORY NOTE
Intersect ENT, Inc. (the Registrant) is filing this Registration Statement on
Form S-8 for the purpose of registering an additional 967,064 shares of its common stock, par value $0.001 per share (the Common Stock), issuable to eligible persons under the Intersect ENT,
Inc. 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrants prior Registration Statements on Form S-8 filed with the Securities and
Exchange Commission (SEC) on February 28, 2019 (File No. 333-229956), August 3, 2018 (File No. 333-226591), February 28, 2018 (File No. 333-223307), February 28, 2017 (File No. 333-216319), February 25, 2016 (File No. 333-209713),
March 11, 2015 (File No. 333-202670) and on August 6, 2014 (File No. 333-197885) (the Prior Forms
S-8).
PART II
ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein. In addition, the following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:
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1.
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The Registrants latest Annual Report on
Form 10-K (File No. 001-36545) filed with the SEC on February 27, 2020.
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2.
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The Registrants Current Report on
Form 8-K (File No. 001-36545) filed on January 22, 2020.
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3.
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The description of the Registrants Common Stock contained in the Registrants Registration Statement
on Form 8-A (File No. 001-36545) filed with the Commission on July 15, 2014, including any
amendments or reports filed for the purpose of updating such description.
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All other reports and documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document
that also is deemed to be incorporated by reference 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.
(1)
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Filed as Exhibit 3.1 to Registrants Current Report on
Form 8-K (File No. 001-36545), filed with the Securities and Exchange Commission on July 30, 2014, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.4 to Registrants Registration Statement on
Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 9, 2014, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.4 to Registrants Registration Statement on
Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 14, 2014, and incorporated herein by reference
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(4)
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Filed as Exhibit 10.2 to Registrants Current Report on
Form 8-K (File No. 001-36545), filed with the Securities and Exchange Commission on January 20, 2017, and incorporated herein by reference.
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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-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of
California, on this 27th day of February, 2020.
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INTERSECT ENT, INC.
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By:
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/S/ THOMAS A. WEST
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Thomas A. West
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoint Thomas A. West and Richard A. Meier, and each of them, as his or her true and lawful attorneys-in-fact and agents,
each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully 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 and on the dates indicated.
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Signature
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Title
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Date
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/s/ THOMAS A. WEST
Thomas A. West
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Chief Executive Officer
(Principal Executive Officer and Director)
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February 27, 2020
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/s/ RICHARD A. MEIER
Richard A. Meier
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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February 27, 2020
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/S/ KIERAN T. GALLAHUE
Kieran T. Gallahue
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Executive Chairman
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February 27, 2020
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/S/ TERESA L. KLINE
Teresa L. Kline
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Director
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February 27, 2020
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/S/ CYNTHIA L. LUCCHESE
Cynthia L. Lucchese
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Director
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February 27, 2020
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/S/ DANA G. MEAD, JR.
Dana G. Mead, Jr.
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Director
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February 27, 2020
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/S/ FREDERIC H. MOLL
Frederic H. Moll, MD
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Director
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February 27, 2020
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/S/ W. ANTHONY VERNON
W. Anthony Vernon
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Director
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February 27, 2020
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