As filed with the Securities and Exchange Commission on March 17, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ViewRay, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 42-1777485 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
2 Thermo Fisher Way
Oakwood Village, OH 44146
(440)703-3210
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
ViewRay, Inc. 2015 Equity Incentive Award Plan
ViewRay, Inc. 2015 Employee Stock Purchase Plan
Chris A. Raanes
President & Chief Executive Officer
ViewRay, Inc.
2 Thermo Fisher Way
Oakwood Village, OH 44146
(440)703-3210
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark V. Roeder, Esq. Brian D. Paulson, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Telephone: (650)328-4600 Facsimile: (650)463-2600 | Ajay Bansal Chief Financial Officer ViewRay, Inc. 2 Thermo Fisher Way Oakwood Village, OH 44146 Telephone: (440)703-3210 Facsimile: (800)417-3459 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
| 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 | Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share | 2,179,058 | $5.48 | $11,941,238 | $1,384 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the ViewRay, Inc. 2015 Equity Incentive Award Plan (the “2015 Plan”) and the ViewRay, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2015 Plan and the ESPP are based on the average of the high and the low price of the Registrant’s common stock as reported on The NASDAQ Global Select Market on March 13, 2017. |
The chart below details the calculations of the registration fee:
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| Securities | Number of Shares | Offering Price Per Share | Aggregate Offering Price | |||
Shares reserved for future issuance under the 2015 Plan(3) | 1,743,247 | $5.48(2) | $9,552,994 | |||
Shares reserved for future issuance under the ESPP(4) | 435,811 | $5.48(2) | $2,388,244 | |||
Total | 2,179,058 | |||||
Proposed Maximum Aggregate Offering Price | $11,941,238 | |||||
Registration Fee | $1,384 | |||||
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| (3) | Represents the additional shares of Common Stock available for future issuance under the Registrant’s 2015 Plan resulting from an annual increase as of January 1, 2017. |
| (4) | Represents the additional shares of Common Stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2017. |
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
REGISTRATION OF ADDITIONAL SECURITIES
ViewRay, Inc. (the “Company”) filed a registration statement with the Securities and Exchange Commission on FormS-8 (FileNo. 333-210472) on March 30, 2016 relating to shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to be offered and sold under the 2015 Plan and the ESPP (the “FormS-8”). On April 1, 2016, the Company filed a Post-Effective Amendment No. 1 to the FormS-8 (the “Post-Effective Amendment”) solely to correct a clerical error in the consent of Deloitte & Touche LLP, the Registrant’s independent registered public accounting firm, that was filed as Exhibit 23.2 to the FormS-8. The 2015 Plan, the ESPP and the contents of the Registration Statement and the Post-Effective Amendment are incorporated by reference in this Registration Statement. The Company is hereby registering an additional 1,743,247 shares of Common Stock issuable under the 2015 Plan and 435,811 shares of Common Stock issuable under the ESPP, none of which have been issued as of the date of this Registration Statement.
| Item 8. | Exhibits. |
Reference is made under this Item 8 to the exhibit index included in this Registration Statement.
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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 on FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Oakwood Village, Ohio, on March 17, 2017.
| VIEWRAY, INC. | ||
| By: | /s/ Chris A. Raanes | |
Chris A. Raanes President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Chris A. Raanes and Ajay Bansal, and each of them, with full power of substitution and full power to act without the other, his or her true and lawfulattorney-in-fact and agent to act for him or her 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 this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-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 order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
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/ Chris A. Raanes Chris A. Raanes | Director, President and Chief Executive Officer (Principal Executive Officer) | March 17, 2017 | ||
/S/ Ajay Bansal Ajay Bansal | Chief Financial Officer (Principal Financial and Accounting Officer) | March 17, 2017 | ||
/s/ Joshua Bilenker, M.D. Joshua Bilenker, M.D. | Director | March 17, 2017 | ||
/s/ David Bonita, M.D. David Bonita, M.D. | Director | March 17, 2017 | ||
/s/ Caley Castelein, M.D. Caley Castelein, M.D. | Director | March 17, 2017 | ||
/s/ James F. Dempsey, Ph.D. James F. Dempsey, Ph.D. | Director and Chief Scientific Officer | March 17, 2017 | ||
/s/ Mark S. Gold, M.D. Mark S. Gold, M.D. | Director | March 17, 2017 | ||
/s/ Henry A. McKinnell, Jr., Ph.D Henry A. McKinnell, Jr., Ph.D | Director | March 17, 2017 | ||
/s/ Aditya Puri Aditya Puri | Director | March 17, 2017 | ||
/s/ Brian K. Roberts Brian K. Roberts | Director | March 17, 2017 | ||
/s/ Theodore T. Wang, Ph.D. Theodore T. Wang, Ph.D. | Director | March 17, 2017 | ||
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Exhibit Index
Exhibit Number | Incorporated by Reference | Filed Herewith | ||||||||||
Description | Form | File No. | Exhibit | Date Filed | ||||||||
| 4.1 | Amended and Restated Certificate of Incorporation. | S-1/A | 333-207347 | 3.1 | 12/16/15 | |||||||
| 4.2 | Amended and Restated Bylaws. | S-1/A | 333-207347 | 3.2 | 12/16/15 | |||||||
| 4.3 | Form of Common Stock Certificate. | S-1/A | 333-207347 | 4.1 | 12/16/15 | |||||||
| 5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||||
| 23.2 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
| 24.1 | Power of Attorney (included in the signature page to this registration statement). | X | ||||||||||
| 99.1(a) | ViewRay, Inc. 2015 Equity Incentive Award Plan. | S-1/A | 333-207347 | 10.26(a) | 12/16/15 | |||||||
| 99.1(b) | Form of Option Agreement under the 2015 Plan. | S-1/A | 333-207347 | 10.26(b) | 12/16/15 | |||||||
| 99.1(c) | Form of Restricted Stock Agreement under the 2015 Plan. | S-1/A | 333-207347 | 10.26(c) | 12/16/15 | |||||||
| 99.1(d) | Form of Restricted Stock Unit Agreement under the 2015 Plan. | S-1/A | 333-207347 | 10.26(d) | 12/16/15 | |||||||
| 99.2 | ViewRay, Inc. 2015 Employee Stock Purchase Plan. | S-1/A | 333-207347 | 10.29 | 12/16/15 | |||||||
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