Securities Registration: Employee Benefit Plan (s-8)
25 Setembro 2017 - 5:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 25, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ENTELLUS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-4627978
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3600 Holly Lane North, Suite 40
Plymouth, Minnesota, 55447
(Address of principal executive offices) (Zip code)
Entellus Medical, Inc. 2015 Incentive Award Plan
Entellus Medical, Inc. 2015 Employee Stock Purchase Plan
(Full title of the plan)
Robert S. White
President and Chief Executive Officer
Entellus Medical, Inc.
3600 Holly Lane North, Suite 40
Plymouth, Minnesota 55447
(763) 463-1595
(Name and
address, including zip code, and telephone number, including area code, of agent for service)
Copies requested to:
Amy E. Culbert, Esq.
Fox
Rothschild LLP
Campbell Mithun Tower, Suite 2000
222 South Ninth Street
Minneapolis, Minnesota 55402
(612) 607-7000
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:
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, par value $0.001 per share
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Entellus Medical, Inc. 2015
Incentive Award Plan
(2)
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1,194,567 shares
(3)
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$16.88
(4)
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$20,164,290.96
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$2,337.04
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Entellus Medical, Inc. 2015
Incentive Award Plan
(2)
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313,522 shares
(5)
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$16.85
(6)
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$5,282,845.70
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$612.28
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Entellus Medical, Inc. 2015
Employee Stock Purchase Plan
(7)
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32,976 shares
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$16.85
(6)
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$555,645.60
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$64.40
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Total
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1,541,065 shares
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$26,002,782.26
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$3,013.72
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include additional shares of the registrant’s common stock, $0.001 par value
per share (“Common Stock”), which become issuable under the Entellus Medical, Inc. 2015 Incentive Award Plan (the “2015 Plan”) and the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), by reason of
any stock split, stock dividend, recapitalization or other similar transaction effected without the registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock.
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(2)
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Pursuant to an automatic share increase, or “evergreen,” provision in the 2015 Plan, 751,750 shares of Common Stock became available for issuance under the 2015 Plan on January 1, 2016 and 756,339 shares
of Common Stock became available for issuance on January 1, 2017.
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(3)
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Represents 1,194,567 shares of Common Stock subject to outstanding option awards granted under the 2015 Plan. To the extent any such shares of Common Stock subject to awards outstanding under the 2015 Plan are
terminated, expire or lapse for any reason without delivery of shares of Common Stock, such shares of Common Stock will become available for future issuance under the 2015 Plan. See footnote 5 below.
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(4)
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With respect to shares of Common Stock subject to outstanding stock options granted under the 2015 Plan, estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the
registration fee on the basis of the weighted average exercise price of $16.88 per share for such outstanding stock options granted under the Plan.
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(5)
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Represents 313,522 shares of Common Stock available for future issuance under the 2015 Plan. To the extent outstanding option awards granted under the 2015 Plan are terminated, expire or lapse for any reason and are not
issued under the 2015 Plan, the shares of Common Stock subject to such option awards will become available for future issuance under the 2015 Plan.
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(6)
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With respect to shares of Common Stock available for future issuance under the 2015 Plan or ESPP, estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule
457(h)(1) and (c) under the Securities Act on the basis of the average of the high and low sales prices of the Common Stock, as reported on the NASDAQ Global Market on September 20, 2017.
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(7)
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Pursuant to an automatic share increase, or “evergreen,” provision in the ESPP, 16,488 shares of Common Stock became available for issuance under the ESPP on each of January 1, 2016 and January 1,
2017.
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EXPLANATORY NOTE
In December 2014, the Board of Directors of Entellus Medical, Inc. (the “Registrant,” “we,” “us,” or
“our”) adopted, and in January 2015, our stockholders approved, the Entellus Medical, Inc. 2015 Incentive Award Plan (the “2015 Plan”) and the Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”).
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933 (the “Securities Act”), we are filing this
Registration Statement on Form S-8 for the purpose of registering an additional (a) 1,508,089 shares of our common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the 2015 Plan, which Common
Stock is in addition to the 1,345,570 shares of Common Stock previously registered on our Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on January 30, 2015 (File No. 333-201761)
(the “Prior Registration Statement”); and (b) 32,976 shares of Common Stock issuable to eligible persons under the ESPP, which Common Stock is in addition to the 200,000 shares of Common Stock previously registered on the Prior
Registration Statement. In each case, these additional shares of Common Stock became available for issuance under the 2015 Plan and the ESPP, as the case may be, by virtue of an automatic share increase, or “evergreen,” provision in each
such plan. The additional shares of Common Stock under the 2015 Plan consists of 751,750 shares that became available on January 1, 2016 and 756,339 shares that became available on January 1, 2017. The additional shares of Common Stock
under the ESPP consists of 16,488 shares that became available on each of January 1, 2016 and January 1, 2017.
The additional
shares of Common Stock are of the same class as other securities relating to the 2015 Plan and ESPP registered under the Prior Registration Statement. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement
are hereby incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The SEC allows us to “incorporate by reference” into this Registration Statement the information contained in the documents we file
with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Registration Statement, and later information that we file
with the SEC will update and supersede this information. We are incorporating by reference the following documents into this Registration Statement:
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(a)
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 22, 2017 (SEC File No. 001-36814);
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(b)
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our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017 filed with the SEC on May 5, 2017 and August 4, 2017, respectively (SEC File No. 001-36814);
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(c)
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our Current Reports on Form 8-K (only to the extent information is “filed” and not “furnished”) filed with the SEC on January 5, 2017, January 25, 2017, January 31,
2017, April 6, 2017, April 12, 2017, June 14, 2017, July 7, 2017, July 14, 2017 and September 25, 2017 and our Current Report on Form 8-K/A filed on September 25, 2017 (SEC File No.
001-36814); and
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(d)
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the description of our common stock contained in the prospectus included in our Registration Statement on Form S-1, as amended (SEC File No. 333-201237), which description is incorporated by reference into the
Registration Statement on Form 8-A filed with the SEC on January 23, 2015, pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), and any amendment or report filed for the purpose of further updating such description
(SEC File No. 001-36814).
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In addition, all documents filed with the SEC by us (other than portions of such documents
which are furnished and not filed) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the time of filing of such
documents.
Any statement contained in the documents incorporated or deemed to be incorporated by reference
in this Registration Statement 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 other subsequently filed document which also is incorporated or deemed
to be incorporated by reference in this Registration Statement 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.
The following exhibits are filed with or incorporated by reference into this Registration Statement:
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Exhibit
No.
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Description
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4.1
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Amended and Restated Certificate of Incorporation of Entellus Medical, Inc. (incorporated by reference to Exhibit
3.1 to the Registrant’s Current Report on
Form 8-K
filed with the SEC on February 3, 2015, SEC File No.
001-36814)
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4.2
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Amended and Restated Bylaws of Entellus Medical, Inc. (incorporated by reference to Exhibit
3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2015, SEC File
No. 001-36814)
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4.3
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Form of Common Stock Certificate of Entellus Medical, Inc. (incorporated by reference to Exhibit 4.1 to Amendment No.
1 to the Registrant’s Registration Statement on
Form S-1
filed with the SEC on January 15, 2015, SEC File
No. 333-201237)
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5.1
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Opinion of Fox Rothschild LLP regarding validity of the shares to be issued (filed herewith)
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23.1
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Consent of Grant Thornton LLP, an independent registered public accounting firm (filed herewith)
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23.2
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Consent of Frank, Rimerman + Co. LLP, independent auditors (filed herewith)
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23.3
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Consent of Fox Rothschild LLP (included as part of Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page to this Registration Statement)
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99.1
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Entellus Medical, Inc. 2015 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Amendment No.
1 to the Registrant’s Registration Statement on
Form S-1
filed on January 15, 2015, SEC File No.
333-201237)
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99.2
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Entellus Medical, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to Amendment No.
1 to the Registrant’s Registration Statement on
Form S-1
filed on January 15, 2015, SEC File
No. 333-201237)
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Plymouth, State of Minnesota, on September 25, 2017.
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ENTELLUS MEDICAL, INC.
(Registrant)
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By:
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/s/ Robert S. White
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Name: Robert S. White
Title: President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Entellus Medical, Inc., hereby severally constitute and appoint Robert S. White and Brent A.
Moen, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all 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 or necessary to be done in and about the premises, as full 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
held on the dates indicated.
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Signature
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Title
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Date
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/s/ Robert S. White
Robert S. White
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President and Chief Executive Officer
(Principal Executive Officer)
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September 25, 2017
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/s/ Brent A. Moen
Brent A. Moen
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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September 25, 2017
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/s/ John K. Bakewell
John K. Bakewell
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Director
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September 25, 2017
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/s/ Joshua Baltzell
Joshua Baltzell
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Director
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September 25, 2017
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/s/ Brian E. Farley
Brian E. Farley
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Chairman of the Board
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September 25, 2017
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/s/ Shawn McCormick
Shawn McCormick
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Director
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September 25, 2017
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/s/ David B. Milne
David B. Milne
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Director
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September 25, 2017
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/s/ James C. Momtazee
James C. Momtazee
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Director
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September 25, 2017
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/s/ Guido Neels
Guido Neels
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Director
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September 25, 2017
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/s/ Douglas S. Rohlen
Douglas S. Rohlen
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Director
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September 25, 2017
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