As filed with the Securities and Exchange Commission on March 20, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCULAR THERAPEUTIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-5560161 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
34 Crosby Drive, Suite 105 Bedford, MA | 01730 | |
| (Address of Principal Executive Offices) | (Zip Code) |
2014 Stock Incentive Plan
2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Amarpreet Sawhney, Ph.D.
President and Chief Executive Officer
Ocular Therapeutix, Inc.
34 Crosby Drive, Suite 105
Bedford, MA 01730
(Name and Address of Agent for Service)
(781) 357-4000
(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 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (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 | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share | 815,000 shares(2) | $41.50(3) | $33,822,500.00(3) | $3,930.17 | ||||
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| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of (i) 790,000 shares issuable under the 2014 Stock Incentive Plan and (ii) 25,000 shares issuable under the 2014 Employee Stock Purchase Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low sale prices of the registrant’s common stock on the Nasdaq Global Market on March 17, 2015, in accordance with Rule 457(c) under the Securities Act for the 815,000 shares issuable in the aggregate under the 2014 Stock Incentive Plan and 2014 Employee Stock Purchase Plan that are not subject to outstanding options. |
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan and the 2014 Employee Stock Purchase Plan of Ocular Therapeutix, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-198240, filed with the Securities and Exchange Commission on August 19, 2014 by the Registrant, relating to the Registrant’s 2006 Stock Incentive Plan, as amended; 2014 Stock Incentive Plan; and 2014 Employee Stock Purchase Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bedford, Massachusetts, on this 20th day of March, 2015.
| OCULAR THERAPEUTIX, INC. | ||
| By: | /s/ Amarpreet Sawhney, Ph.D. | |
| Amarpreet Sawhney, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Ocular Therapeutix, Inc., hereby severally constitute and appoint Amarpreet Sawhney, Ph.D., Bradford Smith and James Fortune, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Ocular Therapeutix, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Amarpreet Sawhney, Ph.D. | Chairman of the Board of Directors, President and Chief Executive Officer | March 20, 2015 | ||
| Amarpreet Sawhney, Ph.D. | ||||
/s/ Bradford Smith | Chief Financial Officer | March 20, 2015 | ||
| Bradford Smith | ||||
/s/ Jaswinder Chadha | Director | March 20, 2015 | ||
| Jaswinder Chadha | ||||
/s/ James Garvey | Director | March 20, 2015 | ||
| James Garvey | ||||
/s/ Richard L. Lindstrom, M.D. | Director | March 20, 2015 | ||
| Richard L. Lindstrom, M.D. | ||||
/s/ Bruce A. Peacock | Director | March 20, 2015 | ||
| Bruce A. Peacock | ||||
/s/ Charles Warden | Director | March 20, 2015 | ||
| Charles Warden | ||||
INDEX TO EXHIBITS
Number | Description | |
| 4.1(1) | Restated Certificate of Incorporation of the Registrant | |
| 4.2(1) | Amended and Restated By-Laws of the Registrant | |
| 4.3(2) | Fourth Amended and Restated Investor Rights Agreement of the Registrant, as amended | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
| 24.1 | Power of Attorney (included on signature page) | |
| 99.1(3) | 2014 Stock Incentive Plan | |
| 99.2(3) | 2014 Employee Stock Purchase Plan | |
| (1) | Previously filed with the Securities and Exchange Commission on July 30, 2014 as an Exhibit to the Registrant’s Current Report on Form 8-K (File No. 001-36554) and incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission on June 20, 2014 as an Exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-196932) and incorporated herein by reference. |
| (3) | Previously filed with the Securities and Exchange Commission on July 11, 2014 as an Exhibit to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196932) and incorporated herein by reference. |
