As filed with the Securities and Exchange Commission on April 25, 2014
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUOTIENT LIMITED
(Exact name of registrant as specified in its charter)
| Jersey, Channel Islands | Not applicable | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Pentlands Science Park
Bush Loan, Penicuik, Midlothian
EH26 OPZ, United Kingdom
Tel: 011-44-0131-445-6159
(Address of principal executive offices)
2013 Enterprise Management Plan
2014 Equity Incentive Plan
(Full titles of the Plans)
Stephen Unger
Quotient Biodiagnostics, Inc.
301 South State Street, Suite S-204
Newtown, Pennsylvania 18940
(215) 497-7006
(Name and address of agent for service)
Copies to:
Alejandro E. Camacho, Esq.
Per B. Chilstrom, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, NY 10019
(212) 878-8000
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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of Each Class 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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|
Ordinary Shares of nil par value per share |
2,279,462 | $6.04 | $13,768,706.24 | $1,773.41 | ||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable under the registrant’s 2013 Enterprise Management Plan (the “2013 Plan”) or 2014 Stock Incentive Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases 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(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon (a) $3.52, which is the weighted-average exercise price for outstanding options granted under the 2013 Plan, and (b) $7.35, which is the average of the high and low prices of the units, which include the ordinary shares, as reported on the NASDAQ Global Market on April 25, 2014. The table below details the calculation of the registration fee. |
|
Securities |
Amount
to be Registered |
Proposed
Maximum Offering Price Per Share (2) |
Proposed
Maximum Aggregate Offering Price |
|||
|
Shares issuable upon the exercise of outstanding options granted under the 2013 Plan * |
779,462 | $3.52 | $ 2,743,706.24 | |||
|
Shares reserved for future grant under the 2014 Plan ** |
1,500,000 | $7.35 | $11,025,000.00 | |||
|
TOTALS |
2,279,462 | $13,768,706.24 |
| * | Represents shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the 2013 Plan. Following the closing of the registrant’s initial public offering of ordinary shares, no additional stock or option awards will be granted under the 2013 Plan. |
| ** | The registrant has reserved an aggregate of 1,500,000 ordinary shares for issuance under the 2014 Plan. The number of ordinary shares reserved for issuance will automatically increase on April 1 of each calendar year, from April 1, 2015 through April 1, 2023, by the lesser of 1% of the total number of shares of our ordinary shares outstanding on March 31 of the preceding fiscal year, 200,000 shares or such smaller amount as determined by our Board of Directors. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* In accordance with Rule 428(b) under the Securities Act, the documents containing the information called for by Part I of Form S-8 will be sent or given to individuals who participate in the 2013 Plan and/or the 2014 Plan and are not being filed with or included in this Form S-8. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute the prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by the registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:
| • | The prospectus filed on April 25, 2014 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-194390), originally filed with the Commission on March 7, 2014, which contains audited financial statements for the registrant’s most recently completed fiscal year ended March 31, 2013, which was declared effective by the Commission on April 24, 2014; and |
| • | The description of the ordinary shares contained in the Registration Statement on Form 8-A/A (File No. 001-36415), filed with the Commission on April 25, 2014 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments or reports filed for the purpose of updating such description. |
In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
See the description of securities contained in the Registration Statement on Form S-1 (File No. 333-194390).
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Upon the consummation of the registrant’s initial public offering, the registrant intends to enter into indemnification agreements with its directors and certain of its officers which may require the registrant to
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indemnify them against liabilities that may arise by reason of their status or service as directors or officers (other than with respect to claims where they are determined to have breached their fiduciary duties to the registrant), and to advance their expenses, including legal expenses, incurred as a result of any investigation, suit or other proceeding against them as to which they could be indemnified. Generally, the maximum obligation under such indemnifications is not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated. If the registrant were to incur a loss in connection with these arrangements, it could affect our business, operating results and financial condition.
In the underwriting agreement related to the initial public offering, the underwriters have agreed to indemnify, under certain conditions, the registrant, its directors and officers and persons who control the registrant within the meaning of the Securities Act, against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits filed with this registration statement is set forth in the Exhibit Index hereto and is incorporated herein by reference.
Item 9. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
| (ii) | 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 the effective registration statement; and |
| (iii) | 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; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, 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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| (3) | 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. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act), 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. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. |
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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 Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Edinburgh, Scotland on April 25, 2014.
| Quotient Limited | ||
| By: |
/s/ Paul Cowan |
|
| Name: Paul Cowan | ||
| Title: Chief Executive Officer and Chairman of the Board of Directors | ||
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Paul Cowan and Stephen Unger and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-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 and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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.
|
Name |
Title |
Date |
||
|
/s/ Paul Cowan Paul Cowan |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 25, 2014 | ||
|
/s/ Stephen Unger Stephen Unger |
Chief Financial Officer (Principal Financial Officer) | April 25, 2014 | ||
|
/s/ Roland Boyd Roland Boyd |
Group Financial Controller and Treasurer (Principal Accounting Officer) |
April 25, 2014 | ||
|
/s/ Thomas Bologna Thomas Bologna |
Director | April 25, 2014 | ||
|
Frederick Hallsworth |
Director | April 25, 2014 | ||
|
/s/ Brian McDonough Brian McDonough |
Director | April 25, 2014 | ||
|
/s/ Zubeen Shroff Zubeen Shroff |
Director | April 25, 2014 | ||
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|
Name |
Title |
Date |
||
|
/s/ John Wilkerson John Wilkerson |
Director | April 25, 2014 | ||
|
/s/ Stephen Unger Stephen Unger |
Authorized Representative in the United States | April 25, 2014 | ||
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EXHIBIT INDEX
|
Exhibit number |
Exhibit description |
|
| 3.1* | Amended Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.1* | Form of Ordinary Shares Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.2* | 2013 Enterprise Management Plan (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.3* | 2014 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.4* | Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.5* | Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 4.6* | Form of Option Award Agreement (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form S-1 (File No. 333-194390)). | |
| 5.1 | Opinion of Carey Olsen | |
| 23.1 | Consent of Ernst & Young LLP | |
| 23.2 | Consent of Carey Olsen (contained in Exhibit 5.1). | |
| 24.1 | Power of Attorney (included in signature page). | |
| * | Filed previously. |
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Exhibit 5.1
| Our Ref: | MGJ/JMW/KAT/1053601/0001/J7197956v2 |
47 Esplanade St Helier Jersey JE1 0BD Channel Islands
T +44(0) 1534 888900 F +44(0) 1534 887744 E info@careyolsen.com |
||
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Quotient Limited Elizabeth House 9 Castle Street St Helier Jersey JE2 3RT |
25 April 2014
Dear Sirs
Quotient Limited (the “Company”): Registration of Shares under the US Securities Act of 1933, as amended (the “Securities Act”)
| 1. | Background |
We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 dated 25 April 2014 (the “ Form S-8 ”) relating to the Company’s 2013 Enterprise Management Plan (the “ 2013 Plan ”) and 2014 Stock Incentive Plan (the “ 2014 Plan ” and together with the 2013 Plan, the “ Plan ”).
Under the Plan, the Company may from time to time grant options (“ Options ”) relating to Plan Shares (as defined below) to employees, directors, consultants, advisors and other individuals upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends (each such person being an “ Participant ”).
| 2. | Documents Examined |
| 2.1 | For the purposes of this opinion we have examined and relied upon copies of the following documents: |
| 2.1.1 | the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; |
| 2.1.2 | the Company’s memorandum and articles of association in force as at the date hereof; |
PARTNERS:
G Coltman N Crocker P German W Grace M Jeffrey N Journeaux J Kelleher A Kistler R MacRae S Marks
P Matthams R Milner J Mulholland D O’Connor A Ohlsson M Pallot C Philpott S Riley R Smith
CONSULTANTS: E Quinn P Sugden
Quotient Limited
25 April 2014
Page 2
| 2.1.3 | the form of the 2013 Plan; |
| 2.1.4 | the form of the 2014 Plan approved by the shareholders of the Company on 3 April 2014 and by the directors of the Company on 31 March 2014; and |
| 2.1.5 | a consent in connection with the 2014 Plan issued to the Company by the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended, dated 11 April 2014. |
| 2.2 | For the purposes of this opinion, we have not: |
| 2.2.1 | examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S-8); or |
| 2.2.2 | undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey. |
| 2.3 | In this opinion: |
| 2.3.1 | “ non-assessable ” means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the issue price of those Plan Shares pursuant to an Option made under the Plan; and |
| 2.3.2 | “ Plan Shares ” means no par value ordinary shares in the capital of the Company which may be issued or transferred to a Participant pursuant to, or in connection with, an Option made or to be made under the Plan. |
| 2.4 | In this opinion, headings are for convenience only and do not affect its interpretation. |
| 3. | Assumptions |
In giving this opinion, we have assumed:
| 3.1 | that the Plan has been, and will at all times be, operated in accordance with its terms; |
| 3.2 | that the Company’s board of directors (or a duly authorised committee or such persons as a duly authorised committee may appoint in accordance with the terms of the Plan): |
| 3.2.1 | will duly authorise and grant all Options relating to Plan Shares to be granted; and |
| 3.2.2 | will resolve to satisfy all Options relating to Plan Shares to be granted by the Company in a manner consistent with their fiduciary duties and in accordance with the terms of the Plan and the Company’s articles of association; |
Quotient Limited
25 April 2014
Page 3
| 3.3 | that any Plan Shares in issue which may be transferred to a Participant under the Plan in settlement of an Option have been validly issued and are credited as fully paid; |
| 3.4 | that a meeting of the Company’s board of directors (or a duly authorised committee thereof) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant Participant; |
| 3.5 | that no allotment and issue of Plan Shares will result in any limit on the number of shares the Company is permitted to issue pursuant to its memorandum of association being exceeded (it being noted that, as at the date of this Opinion, the memorandum of association of the Company permits it to issue an unlimited number of shares); |
| 3.6 | that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred, in accordance with the Company’s articles of association; |
| 3.7 | the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us; |
| 3.8 | that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be; |
| 3.9 | that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and |
| 3.10 | that no event occurs after today’s date that would affect anything in this opinion. |
| 4. | Opinion |
As a matter of Jersey law and based on, and subject to, the assumptions, limitations and the qualification set out in this opinion, we are of the opinion that:
| 4.1 | in relation to any Plan Shares to be allotted and issued to a Participant under the Plan in settlement of an Option, upon the: |
| 4.1.1 | receipt in full by the Company of all amounts payable by the Participant the Plan in respect of such Option and/or such Plan Shares; and |
| 4.1.2 | entry of the name of the Participant as the holder of those Plan Shares in the Company’s register of members, those Plan Shares will be validly issued, fully paid and non-assessable; and |
| 4.2 | in relation to any Plan Shares to be transferred to a Participant under the Plan in settlement of an Option, upon the: |
Quotient Limited
25 April 2014
Page 4
| 4.2.1 | receipt in full by the Company of all amounts payable by the Participant under the Plan in respect of such Option and/or such Plan Shares; and |
| 4.2.2 | entry of the name of the Participant as the holder of those Plan Shares in the Company’s register of members, |
the Participant will be the legal owner of those Plan Shares and those Plan Shares will be non-assessable.
| 4.3 | We have not independently verified the above assumptions. |
| 5. | Qualification |
Our opinion is subject to any matter of fact not disclosed to us.
| 6. | Jersey Law |
This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.
| 7. | Benefit of Opinion |
| 7.1 | This opinion is only addressed to, and for the benefit of, the Company. It is given solely in connection with the issue and transfer of Plan Shares pursuant to the Plan. Save as set out in paragraph 6.2 below, this opinion may not, without our prior written consent, be transmitted or disclosed to any other person (including, without limitation, any Participant) or be relied upon for any other purpose whatsoever. |
| 7.2 | We consent to the disclosure of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission. |
Yours faithfully
/s/ Carey Olsen
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Enterprise Management Plan and 2014 Stock Incentive Plan of Quotient Limited of our report dated January 21, 2014, except for the retroactive effect of the consolidation of 100 outstanding ordinary shares into 32 new ordinary shares as described in paragraph 5 of Note 1, as to which the date is April 14, 2014, with respect to the financial statements of Quotient Limited included in its Registration Statement (Form S-1 No. 333-194390), filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Belfast, United Kingdom
April 25, 2014