As filed with the Securities and Exchange Commission on February 25, 2022
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOCKWAVE MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| | |
Delaware | 3841 | 27-0494101 |
(State or Other Jurisdiction of
Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer
Identification No.) |
| 5403 Betsy Ross Drive Santa Clara, California 95054 | |
(Address of Principal Executive Offices) |
|
Shockwave Medical, Inc. 2019 Equity Incentive Plan
Shockwave Medical, Inc. Employee Stock Purchase Plan (Full Titles of the Plans) |
| | | |
| Douglas Godshall
President & Chief Executive Officer Shockwave Medical, Inc.
5403 Betsy Ross Drive
Santa Clara, California 95054 | |
(Name and address of agent for service) |
| (510) 279-4262 | |
(Telephone Number, Including Area Code, of Agents for Service) |
|
| | |
With copies to: |
Alan F. Denenberg Jason Bassetti Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 | | Hajime Tada General Counsel and Corporate Secretary Shockwave Medical, Inc. 5403 Betsy Ross Drive Santa Clara, California 95054 (510) 279-4262 |
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☒ | Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
| Emerging Growth Company ☐ |
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. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective. The Registrant previously registered shares of its common stock for issuance under the Registrant’s 2019 Equity Incentive Plan and the Registrant’s Employee Stock Purchase Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on March 7, 2019 (File No. 333-230113), March 27, 2020 (File No. 333-237448) and February 26, 2021 (File No. 333-253623). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
(1) | Filed as Exhibit 10.4 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (No. 333-229590), filed on February 25, 2019 and incorporated herein by reference. |
(2) | Filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (No. 001-38829), filed on February 25, 2022 and incorporated herein by reference. |
(3) | Filed as Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (No. 333-229590), filed on February 25, 2019 and 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 the City of Santa Clara, State of California, on the 25th day of February 2022.
Shockwave Medical, Inc. |
By: | /s/ Douglas Godshall |
Name: Title: | Douglas Godshall President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
Know all persons by these presents, that each person whose signature appears below, constitutes and appoints each of Douglas Godshall, Dan Puckett, and Trinh Phung as his or her true and lawful attorney-in-fact, proxy and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact, proxies and agents may deem necessary or advisable in order to enable Shockwave Medical, Inc. to comply with the Securities Act, and any requirements of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact, proxies and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, proxies and agents, or their or his or her substitutes, 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:
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Signature | Title | Date |
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/s/ Douglas Godshall | President, Chief Executive Officer & Director (principal executive officer) | February 25, 2022 |
Douglas Godshall | | |
/s/ Dan Puckett | Chief Financial Officer (principal financial officer) | February 25, 2022 |
Dan Puckett | | |
/s/ Trinh Phung | Vice President of Finance (principal accounting officer) | February 25, 2022 |
Trinh Phung | | |
/s/ C. Raymond Larkin | Chairman & Director | February 25, 2022 |
C. Raymond Larkin, Jr. | | |
/s/ Laura Francis | Director | February 25, 2022 |
Laura Francis | | |
/s/ Frederic Moll | Director | February 25, 2022 |
Frederic Moll, M.D. | | |
/s/ Antoine Papiernik | Director | February 25, 2022 |
Antoine Papiernik | | |
/s/ Maria Sainz | Director | February 25, 2022 |
Maria Sainz | | |
/s/ Sara Toyloy | Director | February 25, 2022 |
Sara Toyloy | | |
/s/ F.T Jay Watkins | Director | February 25, 2022 |
F.T. “Jay” Watkins | | |
