- Securities Registration: Employee Benefit Plan (S-8)
August 02 2010 - 4:50PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 2, 2010
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
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68-0328265
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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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11 Studebaker, Irvine, CA 92618
(Address of principal executive offices)
(949) 595-7200
(Registrants telephone number, including area code)
2006 STOCK INCENTIVE PLAN
(Full Title of the plans)
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John McDermott
President and Chief Executive Officer
Endologix, Inc.
11 Studebaker
Irvine, CA 92618
(949) 595-7200
(Name, address and telephone number of agent for service)
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Copy to:
Michael A. Hedge, Esq.
K&L Gates LLP
1900 Main Street
Suite 600
Irvine, CA 92614
Telephone: (949) 253-0900
Facsimile: (949) 253-0902
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Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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1,700,000 shares
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$4.70
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$7,990,000
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$
570.00
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(1)
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This Registration Statement also covers an indeterminate number of shares of Common Stock which may be issuable by reason of stock splits, stock dividends or similar
transactions pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act).
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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, 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 July 29, 2010, which was $4.70 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 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 Plan by 1,700,000 shares, which was approved by the Companys board of directors on
April 16, 2010 and subsequently approved by the Companys stockholders at the Companys Annual Meeting held on May 20, 2010.
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 Registrants Registration Statements on Form S-8 (Registration Nos. 333-136370 and
333-152774), which have been filed by the Registrant with the Securities and Exchange Commission, are incorporated herein by reference.
See Exhibit Index below.
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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 Irvine, State of California, on this 2nd day of August, 2010.
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ENDOLOGIX, INC.
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By:
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/s/ J
OHN
M
C
D
ERMOTT
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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, as amended, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Names
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Title
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Date
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/s/ J
OHN
M
C
D
ERMOTT
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President and Chief Executive Officer
(Principal Executive Officer)
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August 2, 2010
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John McDermott
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/s/ R
OBERT
J.
K
RIST
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Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
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August 2, 2010
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Robert J. Krist
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/s/ F
RANKLIN
D.
B
ROWN
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Chairman of the Board
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August 2, 2010
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Franklin D. Brown
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/s/ R
ODERICK
DE
G
REEF
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Director
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August 2, 2010
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Roderick de Greef
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/s/ G
REGORY
D.
W
ALLER
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Director
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August 2, 2010
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Gregory D. Waller
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/s/ T
HOMAS
C. W
ILDER
,
III
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Director
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August 2, 2010
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Thomas C. Wilder, III
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/s/ J
EFFREY
F.
OD
ONNELL
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Director
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August 2, 2010
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Jeffrey F. ODonnell
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/s/ D
ANIEL
L
EMAITRE
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Director
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August 2, 2010
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Daniel Lemaitre
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EXHIBIT INDEX
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Exhibit
Number
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4.1
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Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q, filed with the SEC on
July 28, 2009).
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4.2
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrants 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 Registrants 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 K&L Gates LLP.
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23.1
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Consent of PricewaterhouseCoopers, LLP.
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23.2
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Consent of K&L Gates LLP (contained in Exhibit 5.1).
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24.1
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Power of Attorney (contained on signature page).
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99.1
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2006 Stock Incentive Plan, as amended through May 20, 2010 (Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the SEC on
May 26, 2010).
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99.2
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Form of Stock Option Agreement under 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q, filed with the SEC
on November 9, 2006).
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99.3
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Form of Restricted Stock Award Agreement under 2006 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report on Form 10-Q, filed
with the SEC on November 9, 2006).
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