Endologix Inc /DE/ - Securities Registration: Employee Benefit Plan (S-8)
August 05 2008 - 3:49PM
Edgar (US Regulatory)
As
Filed With the Securities and Exchange Commission on August 5, 2008
Registration No. 333-____________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ENDOLOGIX, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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68-0328265
(I.R.S. Employer
Identification No.)
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11 Studebaker, Irvine, California 92618
(949) 595-7200
(Address, including zip code, and telephone number, including area code of registrants principal executive offices)
2006 STOCK INCENTIVE PLAN
2006 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John McDermott
President and Chief Executive Officer
Endologix, Inc.
11 Studebaker, Irvine, California 92618
(949) 595-7200
(Name, address, including zip code, and telephone number, including area code of agent for service)
Copies to:
Lawrence B. Cohn
Michael A. Hedge
Stradling Yocca Carlson & Rauth,
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Proposed maximum
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Amount to be
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offering
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aggregate offering
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Amount of
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Title of securities to be registered
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registered(1)
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price per share (2)
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price
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registration fee
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Common Stock, par value
$0.001 per share
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3,250,000 shares
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$
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2.09
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$
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6,792,500
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$
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266.95
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(1)
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Includes an indeterminate number of additional shares of the registrants common stock which
may be necessary to adjust the number of shares issued pursuant to the 2006 Employee Stock
Purchase Plan and the 2006 Stock Incentive Plan as the result of stock splits, stock dividends
or similar adjustments to the registrants outstanding common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee, in accordance with Rule
457(h)(1) under the Securities Act of 1933, as amended (the Securities Act), on the basis of
the price of securities of the same class, as determined in accordance with Rule 457(c) under
the Securities Act, using the average of the high and low prices reported by the Nasdaq Global
Market for our common stock on August 4, 2008, which was $2.09 per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement relates to the Endologix, Inc. (referred to herein as the
Company) 2006 Employee Stock Purchase Plan (the 2006 Purchase Plan) and 2006 Stock Incentive
Plan (the 2006 Plan). This registration statement covers an increase of the authorized number of
shares of the Companys common stock purchasable under the 2006 Purchase Plan by 250,000 shares, or
from 308,734 shares to 558,734 shares and the increase of the authorized number of shares of
Companys common stock issuable under the 2006 Plan by 3,000,000 shares, or from 2,814,478 shares
to 5,814,478 shares, both of which were approved by the Companys board of directors on April 9,
2008 and subsequently approved by the Companys stockholders at the Companys Annual Meeting held
on May 22, 2008.
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Item 3.
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Incorporation of Documents by Reference.
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Pursuant to Instruction E to Form S-8, the contents of the Companys Registration Statement on
Form S-8 (Registration No. 333-136370), which has been filed by the Registrant with the Commission,
are incorporated herein by reference.
The following exhibits are filed as part of this registration statement:
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Exhibit Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 4.1 to Endologix
Registration Statement on Form S-8, filed with the SEC on
August 7, 2006).
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4.2
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Amended and Restated Bylaws (Incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K
filed with the SEC on March 29, 2001).
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4.3
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Specimen Certificate of Common Stock (Incorporated by
reference to Exhibit 4.1 to the Companys Amendment No. 2
to Registration Statement on Form S-1, No. 333-04560,
filed with the SEC on July 10, 1996).
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5.1
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Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
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23.1
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Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers, LLP.
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24.1
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Power of Attorney (included on signature page to the
Registration Statement).
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99.1
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2006 Stock Incentive Plan, as amended through May 22, 2008.
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99.2
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2006 Employee Stock Purchase Plan, as amended through May
22, 2008.
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II-1
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 Irvine, State of
California, on the 5
th
day of
August, 2008.
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ENDOLOGIX, INC.
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By:
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/s/ John McDermott
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John McDermott
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President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned directors and officers of Endologix, Inc., do hereby constitute and
appoint John McDermott and Robert J. Krist, or either of them, our true and lawful attorneys and
agents, to do any and all acts and things in our name and behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission, in connection with this
registration statement, including specifically, but without limitation, power and authority to sign
for us or any of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) to this registration statement, or any related registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended; and we do hereby ratify and confirm all that the said attorneys and agents, or
either of them, shall 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 by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ John McDermott
John McDermott
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President and Chief Executive Officer
(Principal Executive Officer)
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August 5, 2008
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/s/ Robert J. Krist
Robert J. Krist
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Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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August 5, 2008
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/s/ Franklin D. Brown
Franklin D. Brown
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Chairman of the Board
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August 5, 2008
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/s/ Paul McCormick
Paul McCormick
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Director
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August 5, 2008
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/s/ Roderick de Greef
Roderick de Greef
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Director
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August 5, 2008
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/s/ Edward B. Diethrich, M.D.
Edward B. Diethrich, M.D.
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Director
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August 5, 2008
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/s/ Jeffrey F. ODonnell
Jeffrey F. ODonnell
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Director
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August 5, 2008
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/s/ Gregory D. Waller
Gregory D. Waller
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Director
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August 5, 2008
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II-2
EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation
(Incorporated by reference to Exhibit 4.1 to Endologix
Registration Statement on Form S-8, filed with the SEC on
August 7, 2006).
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4.2
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Amended and Restated Bylaws (Incorporated by reference to
Exhibit 3.2 to the Companys Annual Report on Form 10-K
filed with the SEC on March 29, 2001).
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4.3
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Specimen Certificate of Common Stock (Incorporated by
reference to Exhibit 4.1 to the Companys Amendment No. 2
to Registration Statement on Form S-1, No. 333-04560,
filed with the SEC on July 10, 1996).
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5.1
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Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation.
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23.1
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Consent of Stradling Yocca Carlson & Rauth, a Professional
Corporation (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers, LLP.
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24.1
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Power of Attorney (included on signature page to the
Registration Statement).
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99.1
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2006 Stock Incentive Plan, as amended through May 22, 2008.
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99.2
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2006 Employee Stock Purchase Plan, as amended through May
22, 2008.
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II-3
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