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Delaware
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41-1698056
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller Reporting Company
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o
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Title of Securities
to be Registered
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Amount
to be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee
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Awards to purchase Common Stock under the Registrant's 2014 Equity Incentive Plan
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Indefinite
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$—
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$—
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$—
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Common Stock issuable under the Registrant's 2014 Equity Incentive Plan.
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2,030,000
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$29.37
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$59,621,100
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$7,679.20
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, there is also being registered hereunder an indeterminate number of additional securities that may become issuable pursuant to antidilution provisions of the Registrant's 2014 Equity Incentive Plan.
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(2)
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Represents shares that are reserved for issuance under the Registrant's 2014 Equity Incentive Plan.
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(3)
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Estimated pursuant to Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock on November 12, 2014, as quoted on the Nasdaq Global Market.
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•
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The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed on August 28, 2014;
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•
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The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 7, 2014;
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•
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The Registrant's Current Reports on Form 8-K filed on August 22, 2014, September 17, 2014, and November 14, 2014;
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•
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The Registrant's definitive proxy statement on Schedule 14A filed on October 3, 2014 for the Registrant's annual meeting of stockholders held on November 12, 2014 (amended on October 23, 2014); and
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•
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The description of the shares of the Registrant's common stock, $0.001 par value, set forth in the Registrant's registration statement on Form 8-A filed on June 26, 2006, including any amendments or reports filed for the purpose of updating such information.
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Exhibit No.
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Description
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5.1
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Opinion of Fredrikson & Byron, P.A.
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Fredrikson & Bryon, P.A. (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page hereof)
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99.1*
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Cardiovascular Systems, Inc. 2014 Equity Incentive Plan
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99.2*
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Form of Restricted Stock Agreement for Time-Based Vesting under the 2014 Equity Incentive Plan
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99.3*
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Form of Restricted Stock Agreement for Performance-Based Vesting under the 2014 Equity Incentive Plan
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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CARDIOVASCULAR SYSTEMS, INC.
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By
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/s/ Laurence L. Betterley
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Laurence L. Betterley
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Chief Financial Officer
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Signature
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Title
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Date
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/s/ David L. Martin
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President, Chief Executive Officer and Director
(principal executive officer)
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November 14, 2014
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David L. Martin
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/s/ Laurence L. Betterley
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Chief Financial Officer
(principal financial and accounting officer)
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November 14, 2014
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Laurence L. Betterley
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/s/ Scott Bartos
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Director
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November 14, 2014
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Scott Bartos
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/s/ Brent G. Blackey
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Director
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November 14, 2014
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Brent G. Blackey
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/s/ Edward Brown
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Director
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November 14, 2014
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Edward Brown
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/s/ Augustine Lawlor
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Director
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November 14, 2014
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Augustine Lawlor
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/s/ Leslie Trigg
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Director
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November 14, 2014
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Leslie Trigg
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/s/ Scott Ward
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Director
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November 14, 2014
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Scott Ward
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Exhibit No.
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Description
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5.1
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Opinion of Fredrikson & Byron, P.A.
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Fredrikson & Bryon, P.A. (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page hereof)
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99.1*
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Cardiovascular Systems, Inc. 2014 Equity Incentive Plan
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99.2*
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Form of Restricted Stock Agreement for Time-Based Vesting under the 2014 Equity Incentive Plan
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99.3*
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Form of Restricted Stock Agreement for Performance-Based Vesting under the 2014 Equity Incentive Plan
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Very truly yours,
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Fredrikson & Byron, P.A.
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By:
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/s/ Robert Ranum
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Robert Ranum, Vice President
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