As filed with the Securities and Exchange Commission on March 10, 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
ZELTIQ Aesthetics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-0119051 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
4698 Willow Road, Suite 100
Pleasanton, CA 94588
(Address, including zip code, of Principal Executive Offices)
2011 Equity Incentive Plan
(Full title of the plans)
Sergio Garcia
Senior Vice President, General Counsel and Corporate Secretary
4698 Willow Road, Suite 100
Pleasanton, CA 94588
(925) 474-2500
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Timothy J. Moore
Brett D. White
Cooley LLP
3175 Hanover Street
Palo Alto, CA
(650) 843-5000
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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| 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 | Proposed Maximum Offering Price Per Share (2) | Proposed Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share | 1,000,000 | $32.545 | $32,545,000 | $3,782 | ||||
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| (1) | Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the 2011 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock. |
| (2) | Represents the average of the high and low prices of the Common Stock on March 4, 2015, as reported by NASDAQ, and is set forth solely for the purpose of calculating the filing fee pursuant to Rules 457(c) and 457(h) under the Act. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers the offer and sale of 1,000,000 shares of Common Stock of ZELTIQ Aesthetics, Inc. (the “Company”) for issuance under the ZELTIQ Aesthetics, Inc. 2011 Equity Incentive Plan (the “EIP”). The contents of the prior Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 28, 2011 (File No. 333-177606), March 13, 2013 (File No. 333-187226) and February 26, 2014 (File No. 333-194134), relating to the EIP, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ZELTIQ Aesthetics, Inc. (the “Company”) with the Commission are incorporated by reference into this Registration Statement:
| 1. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed on March 10, 2015 (the “2014 Form 10-K”). |
| 2. | All other reports filed by the Registrant 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 2014 Form 10-K; and |
| 3. | The description of the Company’s Common Stock contained in the Company’s registration statement on Form 8-A filed with the Commission on October 18, 2011, including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of apost-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
Item 8. Exhibits.
Exhibit | Description of Document | |
| 3.1(1) | Amended and Restated Certificate of Incorporation | |
| 3.2(2) | Amended and Restated Bylaws | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included in Part II of this Registration Statement) | |
| 99.1(3) | ZELTIQ Aesthetics, Inc. 2011 Equity Incentive Plan | |
| (1) | Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q, as with filed with the SEC on April 26, 2013 (Reg. No. 001-35318). |
| (2) | Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, as with filed with the SEC on February 20, 2015 (Reg. No. 001-35318). |
| (3) | Incorporated by reference to Exhibit 99.1 to our registration statement on Form S-8, as filed with the SEC on March 13, 2013 (Reg. No. 333-187226). |
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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 onForm 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 Pleasanton, State of California, on March 10, 2015.
| ZELTIQ Aesthetics, Inc. | ||
| /s/ Mark J. Foley | ||
| By: | Mark J. Foley | |
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sergio Garcia and Mark J. Foley, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he or she 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 substitutes or 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.
| Signature | Title | Date | ||
/s/ Mark J. Foley Mark J. Foley | President, Chief Executive Officer and Director (Principal Executive Officer) | March 10, 2015 | ||
/s/ Patrick F. Williams Patrick F. Williams | Chief Financial Officer (Principal Financial and Accounting Officer) | March 10, 2015 | ||
/s/ Mary M. Fisher Mary M. Fisher | Director | March 10, 2015 | ||
/s/ Jean M. George Jean M. George | Director | March 10, 2015 | ||
/s/ D. Keith Grossman D. Keith Grossman | Director | March 10, 2015 | ||
/s/ Kevin C. O’Boyle Kevin C. O’Boyle | Director | March 10, 2015 | ||
/s/ Bryan E. Roberts Bryan E. Roberts, Ph.D. | Director | March 10, 2015 | ||
/s/ Andrew N. Schiff Andrew N. Schiff, M.D. | Director | March 10, 2015 | ||
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EXHIBIT INDEX
Exhibit | Description of Document | |
| 3.1(1) | Amended and Restated Certificate of Incorporation | |
| 3.2(2) | Amended and Restated Bylaws | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included in Part II of this Registration Statement) | |
| 99.1(3) | ZELTIQ Aesthetics, Inc. 2011 Equity Incentive Plan | |
| (1) | Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q, as with filed with the SEC on April 26, 2013 (Reg. No. 001-35318). |
| (2) | Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, as with filed with the SEC on February 20, 2015 (Reg. No. 001-35318). |
| (3) | Incorporated by reference to Exhibit 99.1 to our registration statement on Form S-8, as filed with the SEC on March 13, 2013 (Reg. No. 333-187226). |
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