As filed with the Securities and Exchange Commission on March 30, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alphatec Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
20-2463898
(I.R.S. Employer Identification No.)
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan
Alphatec Holdings, Inc. Amended 2007 Employee Stock Purchase Plan
(Full Title of the Plan)
Craig Hunsaker
EVP, People & Culture and General Counsel
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(Name and Address of Agent for Service)
(760) 431-9286
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Matthew T. Bush, Esq.
Latham & Watkins, LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5400
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ |
Accelerated filer ☐ |
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Non-accelerated filer ☒ (Do not check if a smaller reporting company) |
Smaller reporting company ☐ |
US-DOCS\83657987.5
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
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Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common Stock, par value $0.0001 per share
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425,000 shares(2) |
$2.10(3) |
$892,500 |
$103.45 |
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Common Stock, par value $0.0001 per share
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175,000 shares(4) |
$3.40(5) |
$595,000 |
$68.97 |
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Common Stock, par value $0.0001 per share
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58,333 shares(6) |
$2.10(3) |
$122,499.30 |
$14.20 |
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(1) |
The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (the “Inducement Plan”) and the Alphatec Holdings, Inc. Amended 2007 Employee Stock Purchase Plan (the “2007 Plan,” and together with the Inducement Plan, the “Plans”) are subject to adjustment in accordance with certain anti-dilution and other provisions of the Plans. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. |
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(2) |
Pursuant to an amendment to Inducement Plan approved by the board of directors of Alphatec Holdings, Inc. (the “Company”) to increase the number of shares of common stock available for future issuance under the Inducement Plan by 600,000 shares of common stock, par value $0.0001 per share (“Common Stock”) (the “Inducement Plan Amendment”), this line item represents 425,000 of such shares of Common Stock available for future issuance under the Inducement Plan. |
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(3 ) |
This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $2.10, which is the average of the high and low prices for the Registrant’s common stock as reported on The Nasdaq Global Select Market on March 27, 2017. |
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( 4 ) |
Represents 175,000 shares of Common Stock subject to outstanding option awards under the Inducement Plan granted out of the increase pursuant to the Inducement Plan Amendment. |
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( 5 ) |
This estimate is made pursuant to Rule 457(h) under the Securities Act solely for purposes of calculating the registration fee. The proposed maximum aggregate offering price per share is $3.40 per share, which is the weighted-average exercise price of the outstanding option awards granted out of the increase pursuant to the Inducement Plan Amendment. |
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( 6 ) |
Represents 58,333 additional shares of Common Stock that became available for issuance on January 1, 2017 under the 2007 Plan, pursuant to the “evergreen” provision of the 2007 Plan. |
Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named Plans are granted, exercised and/or distributed.
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This Registration Statement registers the offer and sale of an additional (i) 600,000 shares of common stock of the Registrant for issuance under the Inducement Plan and (ii) 58,333 shares of common stock of the Registrant reserved under the 2007 Plan, consisting of an increase of 58,333 shares reserved under the 2007 Plan by operation of the 2007 Plan’s “evergreen” provision. In accordance with Instruction E to Form S-8, with respect to item (i), the contents of the prior registration statements on Form S-8, File Nos. 333-215036 and 333-213981, previously filed with respect to the Inducement Plan, and with respect to item (ii), the contents of the prior registration statements on Form S-8, File Nos. 333-211182, 333-202504, 333-196616, 333-187189 and 333-147212, previously filed with respect to the 2007 Plan, in each case, are hereby incorporated by reference.
In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Plans. The documents containing the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference |
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 30, 2017; |
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The Registrant’s Current Reports on Form 8-K filed with the Commission on January 5, 2017, January 26, 2017, February 14, 2017, March 6, 2017, March 9, 2017, March 23, 2017 and March 29, 2017 (except for the information furnished under Items 2.02 or 7.01 and the exhibits furnished thereto); and |
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The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-52024) filed under the Exchange Act, filed with the Commission on May 26, 2006, including any amendment or report filed for the purpose of updating such description. |
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents.
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Item 4. |
Description of Securities. |
Not applicable.
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Item 5. |
Interests of Named Experts and Counsel. |
Not applicable.
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Item 6. |
Indemnification of Directors and Officers. |
The Registrant’s restated certificate of incorporation, as amended, and restated bylaws provide that it shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of the Registrant or is or was serving as an officer or director of another entity at the Registrant’s request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. The Registrant’s restated certificate of incorporation, as amended, and restated bylaws provide that the right to indemnification includes the right to be paid expenses incurred in defending any such proceeding in advance of its final disposition, provided, however, that such advance
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payment will only be made upon delivery to the Registrant of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director or officer is not en titled to indemnification . If the Registrant do es not pay a proper claim for indemnification in full within 60 days after it receive s a written cla im for such indemnification, the Registrant’s restated bylaws authorize the claima nt to bring an action against the Registrant to recover the unpaid amount of the claim .
Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in right of the corporation) brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Chancery Court or the court in which the action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law, Article Tenth of the Registrant’s restated certificate of incorporation, as amended, eliminates the liability of a director to the Registrant or its stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:
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from any breach of the director’s duty of loyalty to the Registrant or its stockholders; |
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from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
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under Section 174 of the Delaware General Corporation Law; and |
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from any transaction from which the director derived an improper personal benefit. |
The Registrant has entered into indemnification agreements with its non-employee directors, in addition to the indemnification provided for in the Registrant’s restated certificate of incorporation, as amended, and restated by-laws.
As permitted by Section 145 of the Delaware General Corporation Law, the Registrant carries insurance policies insuring its directors and officers against certain liabilities that they may incur in their capacity as directors and officers.
The foregoing discussion of the Registrant’s restated certificate of incorporation, as amended, restated bylaws, indemnification agreements and Delaware law is not intended to be exhaustive and is qualified in its entirety by such restated certificate of incorporation, as amended, restated bylaws, indemnification agreements or law.
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Item 7. |
Exemption from Registration Claimed. |
Not applicable.
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Item 8. |
Exhibits. |
A list of exhibits included as part of this Registration Statement is set forth in the Exhibit Index to this Registration Statement and is incorporated herein by reference.
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Item 9. |
Undertakings. |
(a) The undersigned Registrant hereby undertakes:
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(1) |
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) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
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(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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement. |
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(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 registration statement is on Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2) |
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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(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 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 that is incorporated by reference in this 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, 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 the final adjudication of such issue.
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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 Carlsbad, State of California, on March 30, 2017.
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ALPHATEC HOLDINGS, INC. |
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By: |
/s/ Terry Rich |
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Terry Rich |
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Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Alphatec Holdings, Inc. (the “ Company ”), hereby severally constitute and appoint Terry M. Rich and Craig Hunsaker, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
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 dates indicated:
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Signature |
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Title(s) |
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Date |
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/s/ Mortimer Berkowitz III |
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Chairman of the Board of Directors |
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March 30, 2017 |
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Mortimer Berkowitz III |
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/s/ Terry M. Rich |
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Director and Chief Executive Officer (Principal Executive Officer) |
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March 30, 2017 |
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Terry M. Rich |
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/s/ Michael Plunkett |
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President and Chief Operating Officer |
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March 30, 2017 |
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Michael Plunkett |
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/s/ Jeffrey G. Black |
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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March 30, 2017 |
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Jeffrey G. Black |
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/s/ Leslie Cross |
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Director |
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March 30, 2017 |
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Leslie Cross |
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/s/ David Mowry |
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Director |
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March 30, 2017 |
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David Mowry |
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/s/ R. Ian Molson |
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Director |
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March 30, 2017 |
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R. Ian Molson |
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/s/ Stephen O’Neil |
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Director |
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March 30, 2017 |
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Stephen O’Neil |
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/s/ Donald Williams |
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Director |
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March 30, 2017 |
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Donald Williams |
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US-DOCS\83657987.5
Alphatec Holdings, Inc.
INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT
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Exhibit Number |
Exhibit Description |
Filed with this Report |
Incorporated by Reference herein from Form or Schedule |
Filing Date |
SEC File/ Reg. Number |
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3.1.1 |
Restated Certificate of Incorporation of the Registrant |
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Amendment No. 2 to Form S-1 (Exhibit 3.2) |
04/20/2006
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333-131609
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3.1.2 |
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant |
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Form 8-K (Exhibit 3.1(b)) |
8/24/2016 |
000-52024
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3.1.3 |
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant |
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Form 8-K (Exhibit 3.1) |
3/23/2017 |
000-52024
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3.2 |
Restated Bylaws |
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Amendment No. 5 to Form S-1 (Exhibit 3.4) |
05/26/2006
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333-131609
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4.1 |
Form of Common Stock Certificate |
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Form 10-K (Exhibit 4.1) |
03/20/2014
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000-52024
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4.2 |
Corporate Governance Agreement, dated December 17, 2009, between the Company and certain shareholders of Scient’x Groupe S.A.S. and Scient’x S.A. |
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Form 8-K (Exhibit 10.1)
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12/22/2009
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000-52024
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4.3 |
Registration Rights Agreement, dated March 26, 2010, by and among Alphatec Holdings, Inc. and the other signatories thereto |
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Form 8-K (Exhibit 4.1)
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03/31/2010
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000-52024
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4.4 |
Warrant with Silicon Valley Bank as the Warrantholder, dated December 16, 2011 |
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Form 10-K (Exhibit 4.8) |
03/05/2012
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000-52024
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4.5 |
Form of Warrant issued to certain investors on March 28, 2017
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Form 8-K (Exhibit 4.1) |
3/23/2017 |
000-52024
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4.6 |
Registration Rights Agreement, dated as of March 28, 2017, by and among the Registrant and certain investors |
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Form 8-K (Exhibit 4.2) |
3/23/2017 |
000-52024
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5.1 |
Opinion of Latham & Watkins LLP |
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10.1 |
Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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Form S-8 (Exhibit 10.2) |
10/5/2016
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333-213981
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10.2 |
First Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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Form S-8 (Exhibit 10.2) |
12/12/2016 |
333-215036 |
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10.3 |
Second Amendment to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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10.4 |
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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Form S-8 (Exhibit 10.3)
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10/5/2016
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333-213981
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10.5 |
Form of Stock Option Grant Notice and Stock Option Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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Form S-8 (Exhibit 10.4)
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10/5/2016
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333-213981
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10.6 |
Form of Performance Stock-Based Award Grant Notice and Performance Stock-Based Award Agreement under the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan |
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Form S-8 (Exhibit 10.5)
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10/5/2016
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333-213981
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10.7 |
Alphatec Holdings, Inc. Amended 2007 Employee Stock Purchase Plan |
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Schedule 14A (Appendix C) |
6/11/2013 |
000-52024 |
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23.1 |
Consent of Independent Registered Public Accounting Firm |
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23.2 |
Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
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US-DOCS\83657987.5
Exhibit 5.1
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12670 High Bluff Drive |
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San Diego, California 92130 |
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Tel: +1.858.523.5400 Fax: +1.858.523.5450 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Barcelona |
Moscow |
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Beijing |
Munich |
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Boston |
New York |
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Brussels |
Orange County |
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Century City |
Paris |
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Chicago |
Riyadh |
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March 30, 2017 |
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Dubai |
Rome |
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Düsseldorf |
San Diego |
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Frankfurt |
San Francisco |
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Hamburg |
Seoul |
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Hong Kong |
Shanghai |
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Alphatec Holdings, Inc. |
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Houston |
Silicon Valley |
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5818 El Camino Real |
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London |
Singapore |
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Carlsbad, CA 92008 |
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Los Angeles |
Tokyo |
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Madrid |
Washington, D.C. |
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Milan |
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Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Alphatec Holdings, Inc., a Delaware corporation (the “ Company ”), in connection with (i) the proposed issuance of an aggregate of 600,000 shares (the “ Inducement Shares ”) of common stock, $0.0001 par value per share (the “ Common Stock ”), pursuant to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (as amended, the “ Inducement Plan ”) and (ii) the issuance of an aggregate of 58,333 shares (the “ ESPP Shares ,” and together with the Inducement Shares, the “ Shares ”) of Common Stock that may be issued pursuant to the Alphatec Holdings, Inc. Amended 2007 Employee Stock Purchase Plan (the “ 2007 Plan ,” and together with the Inducement Plan, the “ Plans ”). The Shares are included in a registration statement on Form S–8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on March 30, 2017 (the “ Registration Statement ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by
the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each ca se that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted the reunder and in accordance therewith) , the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion , we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
Exhibit 10.3
ALPHATEC Holdings, INC.
2016 EMPLOYMENT INDUCEMENT AWARD Plan
This Second Amendment (this “ Amendment ”) to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan (as amended and/or restated to date, the “ Plan ”) is made and adopted by Alphatec Holdings, Inc. (the “ Company ”), a corporation organized under the laws of State of Delaware.
1. Section 3(a) of the Plan is hereby amended to read as follows:
(a) The number of Shares which may be issued from time to time pursuant to this Plan shall be 1,550,000 shares of Common Stock.
2. This Amendment is effective as of February 21, 2017.
3. This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed.
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I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on February 21, 2017.
ALPHATEC HOLDINGS, INC.
By: __ /s/ Terry M. Rich _______________
Name: Terry M. Rich
Its: Chief Executive Officer
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Alphatec Holdings, Inc. 2016 Employment Inducement Award Plan and Alphatec Holdings, Inc. Amended 2007 Employee Stock Purchase Plan of our report dated March 30, 2017, with respect to the consolidated financial statements and schedule of Alphatec Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
March 30, 2017