UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
CARDIOVASCULAR SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 41-1698056 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
651 Campus Drive
St. Paul, Minnesota 55112-3495
(Address of Principal Executive Office and Zip Code)
Cardiovascular Systems, Inc. Amended and Restated 2007 Equity Incentive Plan
(Full Title of the Plan)
Laurence L. Betterley
Chief Financial Officer
Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, Minnesota 55112-3495
(651) 259-1600
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert K. Ranum, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Fax: (612) 492-7077
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 | ¨ | 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(2) |
Amount of Registration Fee |
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Common Stock awards and issuable upon exercise of awards granted under the Amended and Restated 2007 Equity Incentive Plan |
475,000 | $21.25 | $10,093,750 | $1,376.79 | ||||
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| (1) | In addition, pursuant to Rule 416 under the Securities Act of 1933, there is also being registered hereunder an indeterminate number of shares of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to antidilution provisions of the plan. |
| (2) | 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 July 5, 2013, as quoted on the Nasdaq Global Market. |
STATEMENT OF INCORPORATION BY REFERENCE
The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Amended and Restated 2007 Equity Incentive Plan, as amended. This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities, and pursuant to such instruction, the contents of the Registration Statements on Form S-8, Reg. Nos. 333-158755, 333-160609, 333-168682, 333-175703 and 333-182668 are incorporated herein by reference, except for, in each case, Item 8, Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| 5.1 | Opinion of Fredrikson & Byron, P.A. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1) | |
| 99.1* | Amended and Restated 2007 Equity Incentive Plan | |
| 99.2** | Form of Incentive Stock Option Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.3** | Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.4** | Form of Restricted Stock Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.5** | Form of Restricted Stock Unit Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.6** | Form of Performance Share Award under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.7** | Form of Performance Unit Award under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.8** | Form of Stock Appreciation Rights Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| * | Previously filed with the SEC as Exhibit 99.1 to and incorporated herein by reference from the Registration Statement on Form S-8 filed by Cardiovascular Systems, Inc. (File No. 333-158755) on April 24, 2009. |
| ** | Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 St. Paul, State of Minnesota, on July 9, 2013.
| CARDIOVASCULAR SYSTEMS, INC. | ||
| By: | /s/ Laurence L. Betterley | |
| Laurence L. Betterley | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
|
Signature |
Title |
Date | ||
| * |
President, Chief Executive Officer and Director (principal executive officer) |
July 9, 2013 | ||
| David L. Martin | ||||
| /s /Laurence L. Betterley |
Chief Financial Officer (principal financial and accounting officer) |
July 9, 2013 | ||
| Laurence L. Betterley | ||||
| * | Director | July 9, 2013 | ||
| Edward Brown | ||||
| * | Director | July 9, 2013 | ||
| Brent G. Blackey | ||||
| * | Director | July 9, 2013 | ||
| John H. Friedman | ||||
| * | Director | July 9, 2013 | ||
| Augustine Lawlor | ||||
| * | Director | July 9, 2013 | ||
| Glen D. Nelson | ||||
| * | Director | July 9, 2013 | ||
| Leslie Trigg | ||||
| /s/ Scott Bartos | Director | July 9, 2013 | ||
|
Scott Bartos |
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| * By: | /s/ Laurence L. Betterley | |
| Laurence L. Betterley, as attorney-in-fact |
EXHIBIT INDEX
|
Exhibit Number |
Exhibit Description |
|
| 5.1 | Opinion of Fredrikson & Byron, P.A. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP | |
| 23.2 | Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1) | |
| 99.1* | Amended and Restated 2007 Equity Incentive Plan | |
| 99.2** | Form of Incentive Stock Option Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.3** | Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.4** | Form of Restricted Stock Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.5** | Form of Restricted Stock Unit Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.6** | Form of Performance Share Award under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.7** | Form of Performance Unit Award under the Amended and Restated 2007 Equity Incentive Plan | |
| 99.8** | Form of Stock Appreciation Rights Agreement under the Amended and Restated 2007 Equity Incentive Plan | |
| * | Previously filed with the SEC as Exhibit 99.1 to and incorporated herein by reference from the Registration Statement on Form S-8 filed by Cardiovascular Systems, Inc. (File No. 333-158755) on April 24, 2009. |
| ** | Previously filed with the SEC as an Exhibit to and incorporated herein by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. |
Exhibit 5.1
FREDRIKSON & BYRON, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402
Telephone: (612) 492-7000
Facsimile: (612) 492-7077
July 9, 2013
Cardiovascular Systems, Inc.
651 Campus Drive
St. Paul, MN 55112
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are acting as corporate counsel to Cardiovascular Systems, Inc. (the “Company”) in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) covering 475,000 shares (the “Shares”) of Common Stock issuable pursuant to the Company’s Amended and Restated 2007 Equity Incentive Plan (the “Plan”).
In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company: (i) the Company’s Restated Certificate of Incorporation, as amended; (ii) the Company’s Amended and Restated Bylaws; (iii) certain corporate resolutions and minutes adopted by the Board of Directors and stockholders of the Company pertaining to the adoption, approval and amendment of the Plan; (iv) the Plan; and (v) the Registration Statement.
Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that, upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, | ||
| Fredrikson & Byron, P.A. | ||
| By: | /s/ Alexander Rosenstein | |
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| Alexander Rosenstein, Vice President | ||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated September 10, 2012 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Cardiovascular Systems, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2012.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
July 9, 2013