CPHD Cepheid (MM)

As filed with the Securities and Exchange Commission on May 18, 2010

Registration No: 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CEPHEID

(Exact name of registrant as specified in its charter)

 

 

 

California		77-0441625
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

904 Caribbean Drive Sunnyvale, CA		94089-1302
(Address of Principal Executive Offices)		(Zip Code)

 

 

2006 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

 

 

John L. Bishop

Chief Executive Officer

Cepheid

904 Caribbean Drive

Sunnyvale, CA 94086-1302

(Name and Address of Agent For Service)

(408) 541-4191

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

Douglas N. Cogen

Jeffrey R. Vetter

FENWICK & WEST LLP

555 California Street

San Francisco, CA 94104

Telephone: (415) 875-2300

Facsimile: (415) 281-1350

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨   (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, no par value per share, issuable pursuant to 2006 Equity Incentive Plan		3,800,000 (3)		$18.90		$71,820,000		$5,120.77

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

(2)	Estimated solely for the purpose of computing the amount of registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act based on the average of the high and low prices of Cepheid’s common stock as reported on The Nasdaq Global Market on May 13, 2010.

(3)	Represents 3,800,000 additional shares of common stock reserved for issuance under Cepheid’s 2006 Equity Incentive Plan (the “ Plan ”) as the result of the amendment and restatement of the Plan on April 29, 2010.

 

 

 

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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

REGISTRATION OF ADDITIONAL SECURITIES

This registration statement (the “ Registration Statement ”) hereby incorporates by reference the contents of each of Cepheid’s earlier registration statements on Form S-8 (registration numbers 333-151349 and 333-134319) filed with the Commission on June 2, 2008 and June 19, 2006, respectively.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

2006 Equity Incentive Plan, as amended and restated

8-K

000-30755

99.01

5/3/2010

5.1

Opinion of Fenwick & West LLP

X

23.1

Consent of Independent Registered Public Accounting Firm

X

23.2

Consent of Fenwick & West LLP (filed as part of Exhibit 5.1)

X

24.1

Power of Attorney (see signature page)

X

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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 Sunnyvale, State of California, on this May 18, 2010.

 

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints John L. Bishop and Andrew D. Miller his or her true and lawful attorneys in fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to the registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Thomas L. Gutshall Thomas L. Gutshall		Chairman of the Board		May 18, 2010
/s/ John L. Bishop John L. Bishop		Chief Executive Officer and Director ( Principal Executive Officer )		May 18, 2010
/s/ Andrew D. Miller Andrew D. Miller		Senior Vice President, Chief Financial Officer ( Principal Financial and Accounting Officer )		May 18, 2010
/s/ Thomas D. Brown Thomas D. Brown		Director		May 18, 2010
Robert J. Easton		Director

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/s/ Cristina H. Kepner Cristina H. Kepner		Director		May 18, 2010
/s/ Dean O. Morton Dean O. Morton		Director		May 18, 2010
/s/ Mitchell D. Mroz Mitchell D. Mroz		Director		May 18, 2010
/s/ David H. Persing David H. Persing, M.D., Ph.D.		Director		May 18, 2010
/s/ Hollings C. Renton Hollings C. Renton		Director		May 18, 2010

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INDEX TO EXHIBITS

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Form

File No.

Exhibit

Filing Date

Filed Herewith

4.1

2006 Equity Incentive Plan, as amended and restated

8-K

000-30755

99.01

5/3/2010

5.1

Opinion of Fenwick & West LLP

X

23.1

Consent of Independent Registered Public Accounting Firm

X

23.2

Consent of Fenwick & West LLP (filed as part of Exhibit 5.1)

X

24.1

Power of Attorney (see signature page)

X