S-8

As filed with the Securities and Exchange Commission on March 11, 2015

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)

Delaware	20-0280837
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

1555 Adams Drive

Menlo Park, California 94025

(650) 641-2100

(Address of principal executive offices) (Zip code)

Intersect ENT, Inc. 2014 Equity Incentive Plan

Intersect ENT, Inc. 2014 Employee Stock Purchase Plan

(Full title of the plan)

Lisa D. Earnhardt

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:

Matthew B. Hemington

Seth Gottlieb

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, par value $0.001 per share
Total	935,104	$23.50	$21,974,944.00	$2,553.49

(1) Represents 701,328 additional shares of common stock of Intersect ENT, Inc. (the “Registrant”) reserved for future issuance under the 2014 Equity Incentive Plan (the “2014 Plan”) by reason of the automatic increase provision of the 2014 Plan, and 233,776 additional shares of the Registrant’s common stock reserved for future issuance under the 2014 Employee Stock Purchase Plan ( the “2014 ESPP,” and collectively with the 2014 Plan, the “Plans”) by reason of the automatic increase provision of the 2014 ESPP. 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 Plans 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 Registrant’s common stock.

(2) Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $23.50, the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Market on March 10, 2015.

EXPLANATORY NOTE

Intersect ENT, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 701,328 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on August 5, 2014 (File No. 333-197885) and (b) 233,776 shares of Common Stock issuable to eligible persons under the 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on August 5, 2014 (File No. 333-197885).

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Registration Statement on Form S-8 (File No. 333-197885) filed by the Registrant with the Securities and Exchange Commission (“SEC”) on August 5, 2014, is incorporated by reference into this Registration Statement. In addition, the following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:

1. The Registrant’s latest annual report on Form 10-K filed with the SEC on March 11, 2015.

2. The Registrant’s Current Report on Form 8-K filed on January 27, 2015, under the Exchange Act (File No. 001-36545).

3. The description of the Registrant’s Common Stock contained in the Registrant’s registration statement on Form 8-A filed with the Commission on July 15, 2014, including any amendments or reports filed for the purpose of updating such description.

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.

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1(1)	Amended and Restated Certificate of Incorporation of Intersect ENT, Inc., as currently in effect.
4.2(2)	Amended and Restated Bylaws of Intersect ENT, Inc., as currently in effect.
5.1	Opinion of Cooley LLP.
23.1	Consent of Cooley LLP (included in Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm.
24.1	Power of Attorney (included on the signature page of this Form S-8).
99.1(3)	Intersect ENT, Inc. 2014 Equity Incentive Plan, and Form of Option Agreement and Option Grant Notice under the 2014 Equity Incentive Plan.
99.2(4)	Intersect ENT, Inc. 2014 Employee Stock Purchase Plan.

(1) Filed as Exhibit 3.1 to Registrant’s 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.

(2) Filed as Exhibit 3.4 to Registrant’s 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.

(3) Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 14, 2014, 2014, and incorporated herein by reference

(4) Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 14, 2014, 2014, and incorporated herein by reference.

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 11th day of March, 2015.

INTERSECT ENT, INC.
By:	/s/ Lisa D. Earnhardt
	Lisa D. Earnhardt
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Lisa D. Earnhardt and Jeryl L. Hilleman, 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.

Signature	Title	Date
/s/ Lisa D. Earnhardt Lisa D. Earnhardt	Chief Executive Officer (Principal Executive Officer) and Director	March 11, 2015
/s/ Jeryl L. Hilleman Jeryl L. Hilleman	Chief Financial Officer (Principal Financial and Accounting Officer)	March 11, 2015
/s/ Casper L. de Clercq Casper L. de Clercq	Director	March 11, 2015
/s/ Cynthia L. Lucchese Cynthia L. Lucchese	Director	March 11, 2015
/s/ Dana G. Mead, Jr. Dana G. Mead, Jr.	Director	March 11, 2015
/s/ Frederic H. Moll, MD Frederic H. Moll, MD	Director	March 11, 2015
/s/ Casey M. Tansey Casey M. Tansey	Director	March 11, 2015

EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Amended and Restated Certificate of Incorporation of Intersect ENT, Inc., as currently in effect.
4.2(2)	Amended and Restated Bylaws of Intersect ENT, Inc., as currently in effect.
5.1	Opinion of Cooley LLP.
23.1	Consent of Cooley LLP (included in Exhibit 5.1).
23.2	Consent of Independent Registered Public Accounting Firm.
24.1	Power of Attorney (included on the signature page of this Form S-8).
99.1(3)	Intersect ENT, Inc. 2014 Equity Incentive Plan, and Form of Option Agreement and Option Grant Notice under the 2014 Equity Incentive Plan.
99.2(4)	Intersect ENT, Inc. 2014 Employee Stock Purchase Plan.

(1) Filed as Exhibit 3.1 to Registrant’s 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.

(2) Filed as Exhibit 3.4 to Registrant’s 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.

(3) Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 14, 2014, 2014, and incorporated herein by reference.

(4) Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-196974), filed with the Securities and Exchange Commission on July 14, 2014, 2014, and incorporated herein by reference.

EX-5.1

Exhibit 5.1

Matthew B. Hemington

T: +1 650 843 5062

hemingtonmb@cooley.com

March 11, 2015

Intersect ENT, Inc.

1555 Adams Drive

Menlo Park, CA 94025

Ladies and Gentlemen:

We have acted as counsel to Intersect ENT, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to an aggregate of 935,104 of the Company’s Common Stock, par value $0.001 per share, including (a) 701,328 shares of Common Stock (the “2014 Shares”) issuable pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and (b) 233,776 shares of Common Stock (the “2014 ESPP Shares” and together with the 2014 Shares, the “Shares”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP” and together with the 2014 Plan, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof.

As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

Intersect ENT, Inc.

March 11, 2015

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,
Cooley LLP
By:	/s/ Matthew B. Hemington
	Matthew B. Hemington

FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan of Intersect ENT, Inc. of our report dated March 11, 2015, with respect to the financial statements of Intersect ENT, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young

San Jose, California

March 11, 2015