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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Emerging growth company
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o
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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.
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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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Common Stock issuable under the Registrant’s 2017 Equity Incentive Plan.
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2,550,000
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$23.565
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$60,090,750
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$7,481.30
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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 2017 Equity Incentive Plan.
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(2)
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Represents shares that are reserved for issuance under the Registrant’s 2017 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 13, 2017, 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, 2017, filed on August 24, 2017;
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•
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The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2017, filed on November 3, 2017;
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•
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The Registrant’s Current Reports on Form 8-K filed on July 5, 2017, July 28, 2017, September 6, 2017, September 18, 2017 and November 17, 2017;
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•
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The Registrant’s definitive proxy statement on Schedule 14A filed on October 3, 2017 for the Registrant’s annual meeting of stockholders held on November 15, 2017 (amended on October 26, 2017); 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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23.1
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23.2
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24.1
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99.1
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99.2
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99.3
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99.4
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99.5
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99.6
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99.7
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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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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(1)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(h)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.
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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/ Scott R. Ward
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Chairman, President and Chief Executive Officer
(principal executive officer)
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November 17, 2017
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Scott R. Ward
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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 17, 2017
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Laurence L. Betterley
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/s/ Martha Goldberg Aronson
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Director
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November 17, 2017
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Martha Goldberg Aronson
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/s/ Scott Bartos
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Director
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November 17, 2017
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Scott Bartos
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/s/ Brent G. Blackey
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Director
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November 17, 2017
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Brent G. Blackey
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/s/ Edward Brown
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Director
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November 17, 2017
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Edward Brown
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/s/ William E. Cohn
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Director
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November 17, 2017
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William E. Cohn
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/s/ Augustine Lawlor
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Director
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November 17, 2017
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Augustine Lawlor
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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/ Amanda K. Lorentz
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Amanda K. Lorentz, Vice President
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