Securities Registration: Employee Benefit Plan (s-8)
October 15 2013 - 3:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 15, 2013
|
|
Registration No. 333-
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDGENICS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware
|
|
98-0217544
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer
|
Incorporation or Organization)
|
|
Identification No.)
|
555 California Street, Suite 365
San Francisco, California 94104
(Address, Including Zip Code,
of Principal Executive Offices)
Non-Plan Inducement Stock Option Awards
(Full Title of the Plan)
Michael F. Cola
President and Chief Executive Officer
Medgenics, Inc.
555 California Street, Suite 365
San Francisco, California 94104
(Name and Address of Agent for Service)
(415) 568-2245
(Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Gretchen Anne Trofa, Esq.
Jeremy R. Heckman, Esq.
Barack Ferrazzano Kirschbaum & Nagelberg
LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
(312) 984-3100
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 Securities Exchange Act of 1934, as amended:
Large accelerated filer
¨
Accelerated
filer
x
Non-accelerated
filer
¨
Smaller
reporting company
¨
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 $0.0001 per share
|
|
|
1,500,000 shares
|
(2)
|
|
$
|
4.22
|
(5)
|
|
$
|
6,330,000.00
|
|
|
$
|
815.31
|
|
Common Stock, par value $0.0001 per share
|
|
|
800,000 shares
|
(3)
|
|
$
|
4.22
|
(5)
|
|
$
|
3,376,000.00
|
|
|
$
|
434.83
|
|
Common Stock, par value $0.0001 per share
|
|
|
900,000 shares
|
(4)
|
|
$
|
4.22
|
(5)
|
|
$
|
3,798,000.00
|
|
|
$
|
489.18
|
|
Total
|
|
|
3,200,000 shares
|
|
|
|
|
|
|
$
|
13,504,000.00
|
|
|
$
|
1,739.32
|
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
shall also cover any additional shares of the registrant’s common stock which become issuable by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of the registrant’s common stock.
|
|
(2)
|
Represents shares issuable upon the exercise of inducement stock options granted on September 13, 2013 to Michael F. Cola in
connection with his employment.
|
|
(3)
|
Represents shares issuable upon the exercise of inducement stock options granted on September 13, 2013 to John H. Leaman in
connection with his employment.
|
|
(4)
|
Represents shares issuable upon the exercise of inducement stock options granted on September 13, 2013 to Garry A. Neil in
connection with his employment.
|
|
(5)
|
Based on the exercise price of $4.22 per share of the inducement stock options.
|
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The information required by Part I of Form
S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the “Note” to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference
The following documents filed by Medgenics,
Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:
|
(a)
|
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (filed on March 14, 2013);
|
|
(b)
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (filed on May 9, 2013);
|
|
(c)
|
The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (filed on August 6, 2013);
|
|
(d)
|
The Company’s Current Reports on Form 8-K filed with the SEC on January 17, 2013, January 30, 2013, February 8, 2013,
March 14, 2013 (except for Item 7.01 and Exhibit 99.1), March 26, 2013 (except for Item 7.01 and Exhibit 99.1), April 17, 2013,
May 1, 2013 and September 16, 2013 (except for Item 7.01 and Exhibit 99.1); and
|
|
(e)
|
The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC
on March 24, 2011.
|
All documents subsequently filed by the
Company with the SEC pursuant to Sections 13(a), 13(c), 14 or 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 incorporated by reference into this Registration Statement and to be a part thereof from the date of the
filing of such documents, except that the Company is not incorporating, in each case, any documents or information deemed to have
been furnished and not filed in accordance with SEC rules. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus which is a part hereof (the “Prospectus”) to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement or the Prospectus.
Item 4. Description of
Securities
Not applicable.
Item 5. Interests of Named
Experts and Counsel
Not applicable.
Item 6. Indemnification
of Directors and Officers
Section 102 of the Delaware General Corporation
Law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders
for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed
to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved
a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate
of incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, our directors shall not
be liable to us or to our stockholders for monetary damages for breach of fiduciary duty as a director.
Section 145 of the Delaware General Corporation
Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain
other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection
with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation,
and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided, that, in
the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances. Our amended and restated certificate of incorporation
and bylaws provide that any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or
was a director or officer of our company, or by reason of the fact that he or she was serving at the request of our company as
a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified (and
we must advance expenses incurred in connection with the defense of such actions, suit or proceedings) to the full extent now or
hereafter permitted by law.
We maintain directors and officers insurance
providing indemnification for certain of our directors, officers, affiliates, partners and employees for certain liabilities.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to our directors and officers pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
Item 7. Exemption
from Registration Claimed
Not applicable.
Item 8. Exhibits
See the attached Exhibit Index, which 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 this 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 this 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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement;
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that provisions (1)(i) and (1)(ii)
of this undertaking 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
Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(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.
(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 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 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 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 the final adjudication of such issue.
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 New York, New York, on this 15
th
day of October, 2013.
|
MEDGENICS, INC.
|
|
|
|
By:
|
/s/ Michael F. Cola
|
|
|
Michael F. Cola
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below
hereby severally constitutes and appoints
Michael F. Cola, Phyllis K. Bellin and Sol J. Barer
,
and each of them acting singly, as his true and lawful attorney-in-fact and agent, with full and several power of substitution
and resubstitution, to sign for him and in his name, place and stead, in any and all capacities indicated below, any and all amendments
(including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael F. Cola
|
|
President, Chief Executive Officer and Director
|
|
October 15, 2013
|
Michael F. Cola
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ John H. Leaman
|
|
Chief Financial Officer
|
|
October 15, 2013
|
John H. Leaman
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Phyllis K. Bellin
|
|
Vice President – Administration, Corporate Secretary and Treasurer
|
|
October 15, 2013
|
Phyllis K. Bellin
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Sol J. Barer
|
|
Chairman of the Board of Directors
|
|
October 15, 2013
|
Sol J. Barer
|
|
|
|
|
|
|
|
|
|
/s/ Eugene A. Bauer
|
|
Director
|
|
October 15, 2013
|
Eugene A. Bauer
|
|
|
|
|
|
|
|
|
|
/s/ Isaac Blech
|
|
Director
|
|
October 15, 2013
|
Isaac Blech
|
|
|
|
|
|
|
|
|
|
/s/ Alastair Clemow
|
|
Director
|
|
October 15, 2013
|
Alastair Clemow
|
|
|
|
|
|
|
|
|
|
/s/ Joseph J. Grano, Jr.
|
|
Director
|
|
October 15, 2013
|
Joseph J. Grano, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Joel S. Kanter
|
|
Director
|
|
October 15, 2013
|
Joel S. Kanter
|
|
|
|
|
|
|
|
|
|
/s/ Stephen D. McMurray
|
|
Director
|
|
October 15, 2013
|
Stephen D. McMurray
|
|
|
|
|
|
|
|
|
|
/s/ Andrew L. Pearlman
|
|
Director
|
|
October 15, 2013
|
Andrew L. Pearlman
|
|
|
|
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).
|
|
|
|
4.2
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation dated as of June 4, 2009 (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).
|
|
|
|
4.3
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation dated as of February 14, 2011 (previously filed as Exhibit 4.3 to the Company’s Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed July 16, 2012 (File No. 333-170425) and incorporated herein by reference).
|
|
|
|
4.4
|
|
Second Amended and Restated By-Laws (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-35112) and incorporated herein by reference).
|
|
|
|
4.5
|
|
Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed February 22, 2011
(File No. 333-170425) and incorporated herein by reference).
|
|
|
|
4.6
|
|
Medgenics, Inc. Stock Incentive Plan, as amended and restated effective March 5, 2012 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2012 (File No. 001-35112) and incorporated herein by reference).
|
|
|
|
4.7
|
|
Medgenics, Inc. Form of Non-Qualified Stock Option Award Terms (Outside of Plan) (filed herewith).
|
|
|
|
5.1
|
|
Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (filed herewith).
|
|
|
|
23.1
|
|
Consent of Kost Forer Gabbay & Kasierer (Ernst & Young) (filed herewith).
|
|
|
|
23.2
|
|
Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
|
|
|
|
24.1
|
|
Powers of Attorney (included on the signature pages hereto).
|
Aevi Genomic Medicine (NASDAQ:GNMX)
Historical Stock Chart
From Sep 2024 to Oct 2024
Aevi Genomic Medicine (NASDAQ:GNMX)
Historical Stock Chart
From Oct 2023 to Oct 2024