Delaware | 20-3933262 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
13785 Research Boulevard, Suite 200 Austin, Texas 78750 | 78750 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o | Accelerated filer x | |||
Non-accelerated filer o | Smaller reporting company o |
Title 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, par value $0.001 per share: | 1,058,286 shares(2) | $37.32(3) | $39,495,233.52(3) | $4,589.35 |
Common Stock, par value $0.001 per share: | 264,571 shares(4) | $37.32(3) | $9,873,789.72(3) | $1,147.34 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares of common stock registered under this registration statement will automatically be increased to cover any additional shares of the Company’s common stock that become issuable with respect to the securities registered hereunder by reason of any stock split, stock dividend, extraordinary dividend, combination of shares, mergers, consolidations, recapitalizations or other similar transactions. |
(2) | Represents an automatic increase to the number of shares available for issuance on January 1, 2015 pursuant to an “evergreen” provision under the LDR Holding Corporation 2013 Equity Incentive Plan (the “2013 Plan”). Shares available for issuance under the 2013 Plan were previously registered on a registration statements on Form S-8 filed with the Securities and Exchange Commission on October 10, 2013 (Registration No. 333-191663) and March 5, 2014 (Registration No. 333-194336) (the “Prior Registration Statements”). The number of shares available for issuance under the 2013 Plan shall be cumulatively increased on January 1, 2014 and on each subsequent January 1 through and including January 1, 2023, by a number of shares equal to the smaller of (a) four percent (4%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (b) an amount determined by the Compensation Committee of the Company’s Board of Directors. |
(3) | Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act, and based upon the average of the high and low sales prices of the Company’s common stock, as reported on the NASDAQ Global Select Market on February 17, 2015, which is within five business days of the filing of this registration statement. |
(4) | Represents an automatic increase to the number of shares available for issuance on January 1, 2015 pursuant to an “evergreen” provision under the LDR Holding Corporation Amended and Restated 2013 Employee Stock Purchase Plan (the “2013 ESPP”). Shares available for issuance under the 2013 ESPP were previously registered on the Prior Registration Statements. The number of shares available for issuance under the 2013 ESPP shall be cumulatively increased on January 1, 2014 and on each subsequent January 1 through and including January 1, 2023, by a number of shares equal to the smaller of (a) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31, and (b) an amount determined by the Company’s Board of Directors. |
• | the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which includes audited financial statements for the Company’s latest fiscal year, filed with the Commission on February 20, 2015; and |
• | the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A, filed with the Commission on September 26, 2013 (File No. 001-36095), and any amendment or report filed for the purpose of updating that description. |
Exhibit Number | Description | |
+4.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2013). | |
+4.2 | Amended and Restated Bylaws incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2013). | |
+4.3 | 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, Reg. No. 333-190829, filed on September 19, 2013). | |
+4.4 | Amended and Restated 2013 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, Reg. No. 333-190829, filed on October 8, 2013). | |
*5.1 | Opinion of Andrews Kurth LLP. | |
*23.1 | Consent of KPMG LLP, independent registered public accounting firm. | |
*23.2 | Consent of Andrews Kurth LLP (included in Exhibit 5.1). | |
*24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
Signature | Title | |
/s/ Christophe Lavigne | President, Chief Executive Officer and Chairman of the Board | |
Christophe Lavigne | (Principal Executive Officer) | |
/s/ Robert McNamara | Executive Vice President, Chief Financial Officer | |
Robert McNamara | (Principal Financial Officer) | |
/s/ Denise Cruz | Controller | |
Denise Cruz | (Principal Accounting Officer) | |
/s/ Joseph Aragona | Director | |
Joseph Aragona | ||
/s/ William W. Burke | Director | |
William W. Burke | ||
/s/ Kevin M. Lalande | Director | |
Kevin M. Lalande | ||
/s/ Stefan Widensohler | Director | |
Stefan Widensohler |
Exhibit Number | Description | |
+4.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2013). | |
+4.2 | Amended and Restated Bylaws incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2013). | |
+4.3 | 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, Reg. No. 333-190829, filed on September 19, 2013). | |
+4.4 | Amended and Restated 2013 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, Reg. No. 333-190829, filed on October 8, 2013). | |
*5.1 | Opinion of Andrews Kurth LLP. | |
*23.1 | Consent of KPMG LLP, independent registered public accounting firm. | |
*23.2 | Consent of Andrews Kurth LLP (included in Exhibit 5.1). | |
*24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
![]() | 111 Congress Avenue, Suite 1700 Austin, Texas 78701 512.320.9200 Phone 512.320.9292 Fax andrewskurth.com |
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