UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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91-1600822
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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6244 185th Avenue NE, Suite 100
Redmond, WA
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98052
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(Address of Principal Executive Offices)
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(Zip Code)
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2020 MicroVision, Inc. Incentive Plan
(Full title of the plan)
David J. Westgor
Vice
President, General Counsel, and Secretary
MicroVision, Inc.
6244 185th Avenue NE, Suite 100
Redmond, WA 98052
(Name
and address of agent for service)
(425) 936-6847
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Thomas Fraser
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 (1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $.001
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5,000,000
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$2.08
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$10,400,000
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$1,134.64
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of the Registrants Common Stock that may become issuable under the plan described herein as the result of any future stock split, stock dividend or similar adjustment of the
Registrants outstanding Common Stock.
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(2)
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Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the
purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on October 5, 2020, which date is within five business days prior to filing this
Registration Statement.
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