As filed with the Securities and Exchange Commission on May 15, 2015
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CPS TECHNOLOGIES CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2832509
(State or Other Jurisdiction of (IRS. Employer
Incorporation or Organization) Identification No.)
111 South Worcester Street, Norton, Massachusetts 02766
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 2009 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Grant C. Bennett
President & Chief Executive Officer
CPS Technologies Corp.
111 South Worcester Street
Norton, Massachusetts 02766
(Name and Address of Agent For Service)
(508) 222-0614
(Telephone Number, Including Area Code, of Agent For Service)
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. (Check one):
Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company þ
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(2) |
|
Common Stock, par value $0.01 per share |
1,500,000 |
$2.52 |
$3,780,000 |
$439.24 |
(1) Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to stock splits, stock dividends or similar transactions.
(2) The proposed maximum offering price per share and maximum aggregate offering price have been estimated pursuant to Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the closing price of the Common Stock reported on the Nasdaq Capital Market on May 14, 2015. Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities authorized for issuance under the Plan, as described herein.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 1,500,000 shares of the common stock, par value $0.01 per share, of CPS Technologies Corp. (the “Registrant”) authorized for issuance under the Registrant’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”). Following the registration of the additional 1,500,000 shares under this Registration Statement, a total of 3,000,000 shares will be registered under the Plan.
STATEMENT OF INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the Registrant’s Registration Statement on Form S-8 (Registration No. 333-163553) as filed on December 8, 2009 relating to the registration of the initial 1,500,000 shares issuable under the Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement on Form S-8:
1. The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 27, 2014;
2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
2. The description of the Registrant’s Common Stock ($0.01 par value) contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 13, 2015, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to such time as the Registrant files a post-effective amendment to this Registration Statement on Form S-8 which indicates that all securities offered hereby have been sold, or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement on Form S-8 and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Exhibit 5
WHITE WHITE & VAN ETTEN PC
45 School Street
Boston, MA 02108
May 15, 2015
CPS Technologies Corp.
111 South Worcester Street
Norton, Massachusetts 02766
Re: Amended and Restated 2009 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted CPS Technologies Corp. (the “Company”), a Delaware corporation, in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission in connection with the registration of 1,500,000 shares (the “Shares”) of the Company’s Common Stock, par value $0.01 per share, issuable under the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”), as that number may be adjusted from time to time pursuant to the provisions of the Plan.
We have examined the Certificate of Incorporation of the Company (as amended to date), the By-Laws of the Company (as amended to date), the Plan, the Registration Statement, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company relating to the Registration Statement and Plan.
In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or facsimile copies, and the authenticity of the originals of any such documents. We have further assumed that all information contained in all documents reviewed by us is true and complete and that each grant of an award pursuant to the Plan will be duly authorized.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance under the Plan, and the Shares, when issued and paid for in accordance with the terms of the Plan, will be legally issued, fully-paid and nonassessable.
This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. Please note that we are opining as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is solely for your benefit in connection with the filing of the Registration Statement and may not be quoted or relied upon by any other person or used for any other purpose, without our prior written consent.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act of 1933, as amended (the “Securities Act”). In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ White White & Van Etten PC
WHITE WHITE & VAN ETTEN PC
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated 2009 Stock Incentive Plan of CPS Technologies Corporation of our report dated March 24, 2015, relating to our audits of the consolidated financial statements of CPS Technologies Corporation included in its Annual Report on Form 10–K for the year ended December 27, 2014 as filed with the Securities and Exchange Commission.
/s/ Wolf & Company, P.C.
Wolf & Company, P.C.
Boston, Massachusetts
May 15, 2015