As filed with the Securities and Exchange Commission on March 2, 2018
Registration No. 333-__________
    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
 
SeaSpine Holdings Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
47-3251758
(I.R.S. employer identification number)
 
 
5770 Armada Drive, Carlsbad, California
(Address of principal executive offices)
92008
(Zip code)
________________

SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan

(Full title of the plan)
________________

John J. Bostjancic
Chief Financial Officer
SeaSpine Holdings Corporation
5770 Armada Drive
Carlsbad, California 92008
(Name and address of agent for service)

(760) 438-7400
(Telephone number, including area code, of agent for service)

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
o
Accelerated filer
x  
 
 
 
 
Non-accelerated filer
o  (Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
 
 
 
 
Emerging growth company
x  
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 13(a) of the Exchange Act. o

CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount
to be registered (1)
Proposed maximum offering
price per share
Proposed maximum aggregate offering price
Amount of
registration fee
Common stock, par value $0.01 per share
350,000 shares (2)
$10.63 (3)
$3,720,500
$463.20
Total
350,000 shares
--
$3,720,500
$463.20





(1)
Pursuant to Rule 416, this registration statement also covers such number of additional shares of common stock that may become issuable under the plan covered by this registration statement by reason of any stock split, stock dividend, recapitalization, or any other similar transaction effected that results in an increase to the number of outstanding shares of the registrant’s common stock.
(2)
On February 1, 2018, the board of directors of the registrant approved the issuance of an aggregate of an additional 350,000 shares of common stock under the SeaSpine Holdings Corporation 2015 Incentive Award Plan (as amended and restated as of February 1, 2018, the “2015 Plan”), subject to approval by the registrant’s stockholders. The 350,000 shares consists of (i) 8,192 shares available for future issuance under the 2015 Plan pursuant to its terms, and (ii) 341,808 shares subject to outstanding restricted stock unit awards granted under the 2015 Plan. Assuming the registrant’s stockholders approve the issuance of such additional 350,000 shares, to the extent any of the outstanding awards described in clause (ii) are later forfeited or canceled, the shares subject to such awards will be available for future issuance under the 2015 Plan.
(3)
Estimated solely for the purpose of computing the registration fee in accordance with Rules 457(c) and 457(h) on the basis of the average of the high and the low prices of the common stock as reported on the Nasdaq Global Select Market on February 23, 2018.
The Registration Statement shall become effective automatically upon filing in accordance with Rule 462(a) under the Securities Act.
    
 
 

 






EXPLANATORY NOTE
The registrant previously filed registration statements on Form S-8 (File Nos. 333-205334 and 333-211887) (collectively, the “Prior Registration Statements”) with the Securities and Exchange Commission. The Prior Registration Statements were filed in connection with SeaSpine Holdings Corporation 2015 Incentive Award Plan (the 2015 Plan). This registration statement registers an additional 350,000 shares of the registrant’s common stock to be issued pursuant to the 2015 Plan. The contents of the Prior Registration Statements are hereby incorporated by reference into this registration statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.      Exhibits.
The list of exhibits called for by this Item is incorporated herein by reference to the Exhibit Index immediately following the signature page of this registration statement.

 




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 2, 2018.

 
SEASPINE HOLDINGS CORPORATION
 
 
 
 
 
 
By:
/s/ John J. Bostjancic
 
 
 
John J. Bostjancic
 
 
 
Chief Financial Officer
 

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of SeaSpine Holdings Corporation hereby constitutes and appoints Keith C. Valentine and John J. Bostjancic, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act of 1933, as amended, and any one or more amendments to any part of this registration statement, including any post-effective amendments, or appendices or supplements that may be required to be filed under the Securities Act of 1933, as amended, to keep such registration statement effective or to terminate its effectiveness, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorney-in-fact and agent, 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 in order to effectuate the same, as fully to all intents and purposes as he or she himself or herself might or could do, if personally present, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done.

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.
Signature
Title
Date
 
 
 
/s/ Keith C. Valentine
President, Chief Executive Officer and Director
March 2, 2018
Keith C. Valentine
(Principal Executive Officer)
 
 
 
 
/s/ John J. Bostjancic
Chief Financial Officer
March 2, 2018
John J. Bostjancic
(Principal Financial and Accounting Officer)
 
 
 
 
/s/ Kirtley C. Stephenson
Chairman of the Board
March 2, 2018
Kirtley C. Stephenson
 
 
 
 
 
/s/ Stuart M. Essig, Ph.D.
Lead Independent Director
March 2, 2018
Stuart M. Essig, Ph.D.
 
 
 
 
 
/s/ Cheryl R. Blanchard, Ph.D.
Director
March 2, 2018
Cheryl R. Blanchard, Ph.D.
 
 
 
 
 
/s/ Keith Bradley, Ph.D.
Director
March 2, 2018
Keith Bradley, Ph.D.
 
 
 
 
 
/s/ Michael Fekete
Director
March 2, 2018
Michael Fekete
 
 
 
 
 
/s/ John B. Henneman, III
Director
March 2, 2018
John B. Henneman, III
 
 
 
 
 
/s/ James M. Sullivan
Director
March 2, 2018
James M. Sullivan
 
 





EXHIBIT INDEX
 
 
 
Incorporated by Reference
 
Exhibit No.
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed Herewith
5.1
 
 
 
 
X
23.1
 
 
 
 
X
23.2
 
 
 
 
X
23.3
Consent of Patrick L. Keran (included in Exhibit 5.1)
 
 
 
 
X
24.1
Powers of Attorney (included on the signature page of this registration statement)
 
 
 
 
X
99.1

Form S-8
333-211887-161700155

10.1
6/7/2016
 
99.2
Form 8-K
001-36905-161841057

10.1
8/18/2016
 
99.3
 
 
 
 
X
99.4
Form S-8
333-211887-161700155
10.2
6/7/2016
 
99.5
Form S-8
333-211887-161700155
10.3
6/7/2016
 
99.6
Form 10-K
001-36905-18663242
10.22(g)
3/2/2018
 






Exhibit 5.1
March 2, 2018

SeaSpine Holdings Corporation
Attn: Board of Directors
5770 Armada Drive
Carlsbad, California 92008

Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the Vice President, General Counsel of SeaSpine Holdings Corporation (the “Company”).
Reference is made to the registration statement on Form S-8 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers 350,000 shares of the Company’s common stock, $0.01 par value per share (the “Shares”), which may be issued from time to time pursuant to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended, the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, I have examined the Registration Statement, the Company’s charter documents, the proceedings taken by the Company with respect to the authorization and adoption of the Plan, and such other documents, records, certificates, memoranda and other instruments as I deem necessary as a basis for the opinion expressed below. With respect to the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies thereof. I have assumed that (a) shares of common stock currently reserved under the Plan will remain available for the issuance of the Shares, (b) neither the Company’s charter documents nor any of the proceedings relating to the Plan or any of the award agreements relating to the Shares, will be rescinded, amended or otherwise modified prior to the issuance of the Shares, and (c) the Company will comply with all applicable notice requirements regarding uncertificated shares in the Delaware General Corporation Law (the “DCGL”). The opinion herein is limited to matters governed by the DGCL.
Subject to the foregoing, I am of the opinion that, as of the date hereof, the Shares have been duly authorized, and when and to the extent the Shares are issued, delivered and paid for in accordance with the terms of the Plan and the award agreements provided for under the Plan, the Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this letter as an exhibit to the Registration Statement.

Respectfully,

/s/ Patrick L. Keran

Patrick L. Keran





Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of SeaSpine Holdings Corporation of our report dated March 2, 2018, relating to our audit of the consolidated financial statements, and the financial statement schedule of SeaSpine Holdings Corporation, appearing in the Annual Report on Form 10-K of SeaSpine Holdings Corporation for the year ended December 31, 2017.


Los Angeles, California
March 2, 2018





Exhibit 23.2
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 March 3, 2017 relating to the financial statements and financial statement schedule, which appears in SeaSpine Holdings Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017.


/s/ PricewaterhouseCoopers LLP
San Diego, California
March 2, 2018






EXHIBIT 99.3


SECOND AMENDMENT TO THE

SEASPINE HOLDINGS CORPORATION

AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN

This Second Amendment (this “ Amendment ”) to the SeaSpine Holdings Corporation Amended and Restated 2015 Incentive Award Plan (as amended and/or restated to date, the “ Plan ”), dated as of February 1, 2018, is made and adopted by SeaSpine Holdings Corporation (the “ Company ”), a corporation organized under the laws of State of Delaware.

1.
Section 3.1(a) of the Plan is hereby amended to read as follows:

Subject to Sections 3.1(b), 12.1 and 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (i) the number of Shares that may be issuable upon exercise or vesting of the Adjusted Awards and (ii) 3,859,500 Shares (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be 3,859,500 Shares. Notwithstanding the foregoing, to the extent permitted under Applicable Law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award.

2. This Amendment is effective as of February 1, 2018; provided that this Amendment shall be subject to the approval of the Company’s stockholders within twelve (12) months after February 1, 2018. Awards may be granted or awarded out of the increase to the Share Limit pursuant to this Amendment, prior to such stockholder approval, provided, that, (i) that no Shares shall be issued upon the exercise, vesting, distribution or payment of any such Awards granted out of the increase to the Share Limit pursuant to this Amendment prior to the time when the Amendment is approved by the Company's stockholders, and (ii) that if such approval has not been obtained at the end of said twelve (12)-month period, all Awards previously granted or awarded out of the increase to the Share Limit pursuant to this Amendment, and subject to such stockholder approval, shall thereupon be canceled and become null and void.

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.
* * * * * * * *
I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on February 1, 2018.
SEASPINE HOLDINGS CORPORATION
By: /s/ Patrick Keran
Name: Patrick Keran
Its: General Counsel