S-8 1 bvsmarch2022s-8.htm S-8 Document

As filed with the Securities and Exchange Commission on March 11, 2022
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Bioventus Inc.
(Exact name of registrant as specified in charter)
 
Delaware 81-0980861
(State or other jurisdiction
of incorporation)
 
(IRS Employer
Identification Number)
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
Telephone: (919) 474-6700 (Address of principal executive offices) (Zip code)
Bioventus Inc. 2021 Incentive Award Plan
Bioventus Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
 
Kenneth M. Reali
Chief Executive Officer
Bioventus Inc.
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
(919) 474-6700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Wesley C. Holmes, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
Telephone: (212) 906-1200
Fax: (212) 751-4864
 
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
☒
Smaller reporting company
☐
Emerging Growth Company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☒



EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,388,480 shares of Bioventus Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Bioventus Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 595,128 shares of the Registrant’s Class A common stock to be issued pursuant to the Bioventus Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
The contents of the Registration Statement on Form S-8 (File No. 333-252981), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.     
Item 8. Exhibits
Exhibit no.
Description
  
4.1
4.2
5.1*
  
23.1*
 
23.2*
  
24.1*
  
99.1
  
99.2
  
107.1*
* Filed herewith
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 Durham, State of North Carolina, on March 11, 2022.

BIOVENTUS INC.
Date: March 11, 2022By:/s/ Kenneth M. Reali
Kenneth M. Reali
Chief Executive Officer and Director




POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Kenneth M. Reali and Gregory O. Anglum, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Date
Title
/s/ Kenneth M. RealiMarch 11, 2022Chief Executive Officer and Director
(Principal Executive Officer)
Kenneth M. Reali
  
/s/ Gregory O. AnglumMarch 11, 2022Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Gregory O. Anglum
/s/ William A. Hawkins IIIMarch 11, 2022Chairman
William A. Hawkins III
/s/ Patrick J. Beyer
March 11, 2022Director
Patrick J. Beyer
/s/ Philip G. CowdyMarch 11, 2022Director
Philip G. Cowdy
/s/ Mary Kay LadoneMarch 11, 2022Director
Mary Kay Ladone
/s/ Michelle McMurry-HeathMarch 11, 2022Director
Michelle McMurry-Heath
/s/ Guido J. NeelsMarch 11, 2022Director
Guido J. Neels
/s/ Guy P. NohraMarch 11, 2022Director
Guy P. Nohra
/s/ Susan M. StalneckerMarch 11, 2022Director
Susan M. Stalnecker
/s/ Martin P. SutterMarch 11, 2022Director
Martin P. Sutter
/s/ Stavros G. VizirgianakisMarch 11, 2022Director
Stavros G. Vizirgianakis