As filed with the Securities and Exchange Commission on February 15, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MoSys, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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77-0291941
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(State or other jurisdiction of
incorporation or organization)
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(IRS employer
identification no.)
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2309 Bering Drive
San Jose, California 95131
(408) 418-7500
(Address of principal executive offices)
MoSys, Inc. Amended and Restated 2010 Equity Incentive Plan
(Full title of the plan)
James Sullivan, Chief Financial Officer and Vice President
MoSys, Inc.
2309
Bering Drive
San Jose, California 95131
(Name and address of agent for service)
(408) 418-7500
(Telephone, 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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title Of Securities To Be Registered
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Amount To Be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount Of
Registration Fee
(3)
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Common Stock, par value $0.001 per share
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To be issued upon exercise of options and pursuant to other
awards of common stock granted under the:
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MoSys, Inc. Amended and Restated 2010 Equity
Incentive Plan (1)
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4,050,000
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$ 0.181 (2)
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$ 733,050
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$ 88.85
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(1)
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Represents additional shares reserved for issuance upon exercise of stock options and pursuant to other awards
of common stock granted under the Registrants Amended and Restated 2010 Equity Incentive Plan. Shares issuable pursuant to the Registrants Amended and Restated 2010 Equity Incentive Plan were originally registered on the Registration
Statement on Form
S-8
filed with the Securities and Exchange Commission on July 28, 2010 (Commission File
No. 333-168358),
and additional shares were
registered on the Registration Statements on Form
S-8
filed on March 15, 2011 (Commission File
No. 333-
172828), March 15, 2012 (Commission File
No. 333-180119),
March 12, 2013 (Commission File
No. 333-187187),
March 14, 2014 (Commission File
No. 333-194563),
August 8, 2014 (Commission File
No. 333-197989),
March 13, 2015 (Commission File
No. 333-202735),
May 11, 2016 (Commission File No. 333-211273) and January 29, 2018 (Commission File
No. 333-222739). Each
of the foregoing
Registration Statements is incorporated herein by reference.
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(2)
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Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c) and
(h)(1) of the Securities Act of 1933, as amended (the Securities Act).
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(3)
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Maximum fee is calculated pursuant to Section 6(b) of the Securities Act.
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