As filed with the Securities and Exchange Commission on March 15, 2019 Registration No. 333- |
UNITED STATES | ||||
SECURITIES AND EXCHANGE COMMISSION | ||||
Washington, D.C. 20549 | ||||
FORM S-8 | ||||
REGISTRATION STATEMENT | ||||
Under The Securities Act of 1933 | ||||
NLIGHT, INC. (Exact name of Registrant as specified in its charter) | ||||
Delaware | 91-2066376 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||
5408 Northeast 88th Street, Building E Vancouver, Washington 98665 | ||||
(Address of principal executive offices, including zip code) | ||||
2018 Equity Incentive Plan 2018 Employee Stock Purchase Plan | ||||
(Full title of the plan) | ||||
Scott H. Keeney President and Chief Executive Officer 5408 Northeast 88th Street, Building E Vancouver, Washington 98665 (360) 566-4460 | ||||
(Name, address and telephone number, including area code, of agent for service) | ||||
Copies to: | ||||
Patrick J. Schultheis Jeana S. Kim Bryan D. King Wilson Sonsini Goodrich & Rosati Professional Corporation 701 Fifth Avenue, Suite 5100 Seattle, Washington 98104-7036 (206) 883-2500 | ||||
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. | ||||
Large accelerated filer ¨ | Accelerated filer ¨ | |||
Non-accelerated filer x (Do not check if smaller reporting company) | Smaller reporting company ¨ | |||
Emerging growth company x | ||||
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 to Section 7(a)(2)(B) of the Securities Act. ¨ | ||||
CALCULATION OF REGISTRATION FEE | |||||||||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |||||||||||
Common Stock $0.0001 par value per share | |||||||||||||||
- Reserved for issuance under the 2018 Equity Incentive Plan | 1,835,274 | (2) | $ | 20.89 | (4) | $ | 38,338,874 | $ | 4,646.67 | ||||||
- Reserved for issuance under the 2018 Employee Stock Purchase Plan | 734,109 | (3) | $ | 17.76 | (5) | $ | 13,037,776 | $ | 1,580.18 | ||||||
TOTAL | 2,569,383 | $ | 51,376,650 | $ | 6,226.85 | ||||||||||
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2018 Equity Incentive Plan (the “2018 Plan”) and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. | |||||||||||||||
(2) Represents an automatic annual increase on January 1, 2019 to the number of shares of the Registrant’s common stock reserved for issuance under the 2018 Plan pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares of the Registrant’s common stock available for grant and issuance under the 2018 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2019, by an amount equal to the least of (i) 3,431,515 shares of common stock, (ii) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares of common stock determined by the Registrant’s board of directors. | |||||||||||||||
(3) Represents an automatic annual increase on January 1, 2019 to the number of shares of the Registrant’s common stock reserved for issuance under the 2018 ESPP pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares of the Registrant’s common stock available for issuance under the 2018 ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2019, by an amount equal to the least of (i) 857,879 shares of common stock, (ii) two percent (2%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such amount as determined by the administrator of the 2018 ESPP. | |||||||||||||||
(4) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $20.89 per share, which is the average of the high and low prices of Registrant’s common stock on March 11, 2019, as reported on the NASDAQ Global Select Market. | |||||||||||||||
(5) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $20.89 per share, which is the average of the high and low prices of Registrant’s common stock on March 11, 2019, as reported on the NASDAQ Global Select Market. Pursuant to the 2018 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of a share of common stock on the last trading day prior to the first trading day of each offering period or on the last trading day prior to the exercise period. | |||||||||||||||
Incorporated by Reference | ||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||
4.1 | S-1/A | 333- 224055 | 4.1 | April 16, 2018 | ||||
4.2 | S-1/A | 333- 224055 | 10.3 | April 16, 2018 | ||||
4.3 | S-1/A | 333- 224055 | 10.4 | April 16, 2018 | ||||
4.4 | 8-K | 001-38462 | 10.1 | June 4, 2018 | ||||
4.5 | 8-K | 001-38462 | 10.2 | June 4, 2018 | ||||
4.6 | 8-K | 001-38462 | 10.3 | June 4, 2018 | ||||
5.1 | X | |||||||
23.1 | X | |||||||
23.2 | X | |||||||
24.1 | X |
NLIGHT, INC. | |||||
By: | /s/ Scott Keeney | ||||
Name: Scott Keeney | |||||
Title: President and Chief Executive Officer |
Signature | Title | Date |
/s/ Scott Keeney Scott Keeney | President, Chief Executive Officer and Chairman (Principal Executive Officer) | March 15, 2019 |
/s/ Ran Bareket Ran Bareket | Chief Financial Officer (Principal Accounting and Financial Officer) | March 15, 2019 |
/s/ Bandel Carano Bandel Carano | Director | March 15, 2019 |
/s/ Douglas Carlisle Douglas Carlisle | Director | March 15, 2019 |
/s/ Bill Gossman Bill Gossman | Director | March 15, 2019 |
/s/ Raymond Link Raymond Link | Director | March 15, 2019 |
/s/ Gary Locke Gary Locke | Director | March 15, 2019 |
/s/ Geoffrey Moore Geoffrey Moore | Director | March 15, 2019 |
/s/ David Osborne David Osborne | Director | March 15, 2019 |
Re: | Registration Statement on Form S-8 |