Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 06 2018 - 5:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on November 6, 2018
Registration No. 333-196562
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________
POST-EFFECTIVE AMENDMENT
NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
_______________________________________
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
________________________________________________________________
Delaware
(State or other jurisdiction of
incorporation or organization)
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33-0145723
(I.R.S. Employer
Identification No.)
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1048 Industrial
Court
Suwanee,
GA
(Address of Principal Executive Offices)
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30024
(Zip Code)
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Digirad Corporation 2014 Equity Incentive
Award Plan
(Full title of the plan)
Matthew G. Molchan
President and Chief Executive Officer
Digirad Corporation
1048 Industrial Court
Suwanee, Georgia 30024
(Name and address of agent for service)
(858) 726-1600
(Telephone number, including area code, of agent
for service)
Copy to:
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
(212) 451-2300
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.
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. ☐
EXPLANATORY NOTE
Digirad Corporation (the “Company”)
is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister 383,378 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) originally registered by the Company under the Digirad
Corporation 2014 Equity Incentive Award Plan (the “2014 Plan”) on Form S-8, filed with the Securities and Exchange
Commission (the “Commission”) on June 6, 2014 (Registration Statement No. 333-196562) (the “Prior Registration
Statement”). The Prior Registration Statement registered an aggregate of 1,506,733 shares.
The Company has since adopted a
new equity incentive plan, the Digirad Corporation 2018 Incentive Plan (the “2018 Plan”), which replaces the 2014 Plan
as of April 27, 2018 (the “Effective Date”), the date the Company’s shareholders approved the 2018 Plan. No
future awards will be made under the 2014 Plan. According to the terms of the 2018 Plan, the shares of Common Stock
that remained available for grant under the 2014 Plan as of the Effective Date are available for issuance under the 2018 Plan.
In addition, the number of shares of Common Stock available for issuance under the 2018 Plan
will also be increased by the number of shares that after
Effective Date
would again
become available for issuance pursuant to the reserved share replenishment provisions of the 2014 Plan.
The number
of shares of Common Stock available for grant under the 2014 Plan and carried over to the 2018 Plan on the Effective Date was 308,670,
and the number of shares that have since Effective Date
again become available for issuance
pursuant to the reserved share replenishment provisions of the 2014 Plan is
74,708 (together referred to herein as the “Carryover
Shares”). The total number of Carryover Shares is 383,378, all of which are hereby deregistered under the Prior
Registration Statement.
Contemporaneously with the filing
of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement, the Company is filing a new Registration Statement on
Form S-8 (the “New Registration Statement”) to register the shares of Common Stock now available for offer or sale
pursuant to the 2018 Plan, including but not limited to the Carryover Shares. The registration fees paid for the Carryover
Shares under the Prior Registration Statement shall be carried over to the New 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 Post-Effective Amendment No. 1 to
Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Suwanee,
State of Georgia, on November 6, 2018.
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DIGIRAD CORPORATION
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By:
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/s/ Matthew G. Molchan
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Matthew G. Molchan
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President, Chief Executive Officer and
Interim Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Matthew G. Molchan
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Director, President, Chief Executive Officer and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
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November
6
, 2018
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Matthew G. Molchan
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/s/ Jeffrey E. Eberwein
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Director
(Chairman of the Board
of Directors)
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November
6
, 2018
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Jeffrey E. Eberwein
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/s/ John M. Climaco
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Director
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November
6
, 2018
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John M. Climaco
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/s/ Michael A. Cunnion
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Director
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November
6
, 2018
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Michael A. Cunnion
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/s/ John W. Sayward
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Director
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November
6
, 2018
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John W. Sayward
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/s/ Dimitrios J. Angelis
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Director
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November
6
, 2018
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Dimitrios J. Angelis
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