0001193125-16-757123.txt : 20161102 0001193125-16-757123.hdr.sgml : 20161102 20161102163053 ACCESSION NUMBER: 0001193125-16-757123 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 EFFECTIVENESS DATE: 20161102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROVISION, INC. CENTRAL INDEX KEY: 0000065770 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 911600822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-214388 FILM NUMBER: 161968257 BUSINESS ADDRESS: STREET 1: 6244 185TH AVENUE NE, SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 BUSINESS PHONE: 425-936-6847 MAIL ADDRESS: STREET 1: 6244 185TH AVENUE NE, SUITE 100 CITY: REDMOND STATE: WA ZIP: 98052 FORMER COMPANY: FORMER CONFORMED NAME: MICROVISION INC DATE OF NAME CHANGE: 19960724 S-8 1 d276404ds8.htm FORM S-8 Form S-8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MICROVISION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   91-1600822

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

(Address, including Zip Code, of Principal Executive Offices)

2013 MicroVision, Inc. Incentive Plan

(Full title of the plan)

David J. Westgor

Vice President, General Counsel, and Secretary

MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

(425) 936-6847

(Name, address, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Joel F. Freedman

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

 

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐  (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

  

Proposed

Maximum
Offering Price

Per Share (1)

  

Proposed

Maximum
Aggregate

Offering Price

   Amount of
Registration Fee

Common Stock, par value $.001

   1,500,000   $0.97   $1,455,000   $169

 

 

(1) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on November 1, 2016.

 

 

 

EXPLANATORY NOTE

This Registration Statement has been filed to register 1,500,000 additional shares of common stock to be offered pursuant to the 2013 MicroVision, Inc. Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of the following Registration Statements on Form S-8 filed with the Securities and Exchange Commission: File Nos. 333-89176, 333-42276, 333-71373, 333-19011, 333-163929, 333-173114, 333-184701, 333-189740, 333-197058 and 333-205930.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

See the Exhibit Index following the signature page.

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 Redmond, State of Washington, on the 2nd day of November, 2016.

 

MICROVISION, INC.
By:   /s/ David J. Westgor
Name:   David J. Westgor
Title:   Vice President, General Counsel & Secretary

Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 2nd day of November, 2016.

 

Signature

   

Title

/s/ Alexander Tokman

Alexander Tokman

   

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Stephen Holt

Stephen Holt

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

*

Richard A. Cowell

   

Director

*

Yalon Farhi

   

Director

*

Slade Gorton

   

Director

*

Jeanette Horan

   

Director

*

Perry Mulligan

   

Director

*

Brian Turner

   

Director

*

Thomas M. Walker

   

Director

*By: /s/ David J. Westgor

   
Attorney-in-Fact   

EXHIBIT INDEX

 

Number

   

Title of Exhibit

4.1    Amended and Restated Certificate of Incorporation of MicroVision, Inc.(1)
4.2    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc.(2)
4.3    Bylaws of MicroVision, Inc.(3)
4.4    2013 MicroVision, Inc. Incentive Plan, as amended. (4)
4.5    Form of specimen certificate for common stock.(5)
5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of Independent Registered Public Accounting Firm—Moss Adams LLP.
23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1    Powers of Attorney.

 

(1) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.
(2) Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 17, 2012.
(3) Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 27, 2013.
(4) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016.
(5) Incorporated by reference to the Company’s Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-102244), filed on December 24, 2003.
EX-5.1 2 d276404dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO     

 

 

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

         

November 2, 2016

MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

Attn: David J. Westgor

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), for the registration of 1,500,000 shares of Common Stock, $.001 par value (the “Shares”), of MicroVision, Inc., a Delaware corporation (the “Company”). The Shares are issuable under the 2013 MicroVision, Inc. Incentive Plan, (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

EX-23.1 3 d276404dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement (Form S-8) of MicroVision, Inc. pertaining to the 2013 MicroVision, Inc. Incentive Plan of our reports dated March 8, 2016 relating to the consolidated financial statements (which report expresses an unqualified opinion and includes an explanatory paragraph regarding a going concern emphasis) and the effectiveness of internal control over financial reporting, included in the Annual Report (Form 10-K) of MicroVision, Inc. for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Moss Adams LLP

Seattle, Washington

November 2, 2016

EX-24.1 4 d276404dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Richard A. Cowell

 

Printed Name: Richard A. Cowell

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Yalon Farhi

 

Printed Name: Yalon Farhi

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Slade Gorton

 

Printed Name: Slade Gorton

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:        Jeanette Horan

 

Printed Name: Jeanette Horan

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Perry Mulligan

 

Printed Name: Perry Mulligan

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Brian Turner

 

Printed Name: Brian Turner

 

Title: Director

POWER OF ATTORNEY

S-8 Registration Statement

The undersigned hereby constitutes and appoints Alexander Tokman, Stephen Holt, and David J. Westgor, and each of them, severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to sign in his or her name, place and stead, in any and all capacities, a Registration Statement on Form S-8 (the “Registration Statement”) of MicroVision, Inc. (the “Company”), any and all amendments or supplements (including post-effective amendments) to the Registration Statement and any other instruments or documents that said attorneys-in-fact and agents may deem necessary or desirable to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, 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 as they deem necessary, appropriate or desirable to be performed, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

By:   /s/ Thomas M. Walker

 

Printed Name: Thomas M. Walker

 

Title: Director

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