As filed with the Securities and Exchange Commission on March 3, 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
ASPEN AEROGELS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | | | 04-3559972 |
(State or other jurisdiction of incorporation or organization) | | | | (I.R.S. Employer Identification No.) |
30 Forbes Road, Building B
Northborough, Massachusetts 01532
(508) 691-1111
(Address, including zip code, of principal executive offices)
ASPEN AEROGELS, INC. 2014 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Donald R. Young
President and Chief Executive Officer
Aspen Aerogels, Inc.
30 Forbes Road, Building B
Northborough, Massachusetts 01532
(508) 691-1111
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Sahir Surmeli, Esq.
John T. Rudy, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Facsimile: (617) 542-2241
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.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☒ |
| Non-accelerated filer | | ☐ (Do not check if a smaller reporting company) | | Smaller reporting company | | ☐ |
CALCULATION OF REGISTRATION FEE
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|
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 |
Common Stock, par value $0.00001 per share | | 467,396 shares | | $3.97 | | $1,855,562.12 | | $215.06 |
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| (1) | The number of shares of common stock, par value $0.00001 per share (“Common Stock”), of Aspen Aerogels, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the Aspen Aerogels, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”) by operation of the 2014 Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2014 Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the 2014 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2014 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on the New York Stock Exchange as of a date (February 24, 2017) within five business days prior to filing this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 467,396 additional shares of the Registrant’s common stock reserved under the Aspen Aerogels, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”), representing an increase of 467,396 shares reserved under the 2014 Plan effective January 1, 2017 by operation of the 2014 Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-198124). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-198124) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The Index to Exhibits immediately preceding the exhibits is incorporated herein by reference.
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SIGNATURES
The Registrant. 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 Northborough, Massachusetts on March 3, 2017.
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| ASPEN AEROGELS, INC. |
| |
By | | /s/ Donald R. Young |
| | Donald R. Young |
| | President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Donald R. Young, John F. Fairbanks and
Poongunran Muthukumaran, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, 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 on Form S-8 of Aspen Aerogels, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the 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 or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute 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.
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Signature | | Title | | Date |
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/s/ Donald R. Young Donald R. Young | | President, Chief Executive Officer and Director (principal executive officer) | | March 3, 2017 |
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/s/ John F. Fairbanks John F. Fairbanks | | Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | | March 3, 2017 |
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/s/ Mark L. Noetzel Mark L. Noetzel | | Chairman of the Board | | March 3, 2017 |
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/s/ Rebecca Blalock Rebecca Blalock | | Director | | March 3, 2017 |
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/s/ Robert M. Gervis Robert M. Gervis | | Director | | March 3, 2017 |
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/s/ Craig A. Huff Craig A. Huff | | Director | | March 3, 2017 |
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/s/ Steven R. Mitchell Steven R. Mitchell | | Director | | March 3, 2017 |
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/s/ William P. Noglows | | Director | | March 3, 2017 |
| William P. Noglows | | | | |
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/s/ Richard F. Reilly | | Director | | March 3, 2017 |
| Richard F. Reilly | | | | |
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Aspen Aerogels, Inc.
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT
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Exhibit
Number | | Exhibit Description | | Filed Herewith | | | Incorporated by Reference herein from Form or Schedule | | | Filing Date | | | SEC File/
Reg. Number | |
| | | | | |
| 4.1 | | Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June 18, 2014. | | | | | |
| 8-K
(Exhibit 3.2) |
| | | 6/19/2014 | | | | 001-36481 | |
| | | | | |
| 4.2 | | Restated Bylaws of the Registrant. | | | | | |
| 8-K
(Exhibit 3.3) |
| | | 6/19/2014 | | | | 001-36481 | |
| | | | | |
| 4.3 | | Form of common stock certificate. | | | | | |
| S-1/A
(Exhibit 4.1) |
| | | 5/14/2014 | | | | 333-195523 | |
| | | | | |
| 4.4 | | 2014 employee, director and consultant equity incentive plan. | | | | | |
| S-8
(Exhibit 99.10) |
| | | 8/13/2014 | | | | 333-198124 | |
| | | | | |
| 4.5 | | Form of stock option agreement under 2014 employee, director and consultant equity incentive plan. | | | | | |
| S-1/A
(Exhibit 10.2.2) |
| | | 5/14/2014 | | | | 333-195523 | |
| | | | | |
| 4.6 | | Form of restricted stock unit agreement for executive officers under 2014 employee, director and consultant equity incentive plan. | | | | | |
| 10-Q
(Exhibit 10.3) |
| | | 11/7/2014 | | | | 001-36481 | |
| | | | | |
| 4.7 | | Form of restricted stock agreement for directors under 2014 employee, director and consultant equity incentive plan. | | | | | |
| S-1/A
(Exhibit 10.2.3) |
| | | 5/14/2014 | | | | 333-195523 | |
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| 5.1 | | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | | | X | | | | | | | | | | | | | |
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| 23.1 | | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1). | | | X | | | | | | | | | | | | | |
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| 23.2 | | Consent of KPMG LLP. | | | X | | | | | | | | | | | | | |
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| 24.1 | | Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement). | | | | | | | | | | | | | | | | |
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