Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

  

ORASURE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

 

Delaware 

 

36-4370966

(State or Other Jurisdiction of Incorporation

or Organization)

 

(IRS Employer

Identification No.)

 

 

 

 

220 East First Street

Bethlehem, PA

 

18015

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

ORASURE TECHNOLOGIES, INC. STOCK AWARD PLAN

(Full Title of the Plan)

 

 

Jack E. Jerrett

Senior Vice President, General Counsel, Secretary and Chief Compliance Officer

OraSure Technologies, Inc.

220 East First Street

Bethlehem, Pennsylvania 18015

Telephone (610) 882-1820

(Name, Address, and Telephone Number of Agent for Service)

 

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging Growth Company

 

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 13(a) of the Exchange Act.


 


 

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, par value $.000001 per share and options and other rights related thereto

  

5,000,000(3) shares

 

 

$14.75

  

 

$73,750,000

  

$9,572.75

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalization or certain other capital adjustments.

 

(2)

Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Common Stock as reported on the NASDAQ Global Market on August 24, 2020.

 

(3)

Represents the additional shares of Common Stock subject to future grants under the OraSure Technologies, Inc. Stock Award Plan as amended and restated, effective as of April 4, 2020.

 


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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Explanatory Note

 

This Registration Statement is filed solely to reflect an increase of 5,000,000 shares of the Registrant’s common stock, par value $0.000001 per share (the “Common Stock”), reserved for the OraSure Technologies, Inc. Stock Award Plan, as amended and restated effective as of April 4, 2020 (the “Plan”). Currently, 668,183 shares of Common Stock are registered for issuance under the Plan. Upon the increase of shares as provided in this filing, 5,668,183 shares of Common Stock will be registered for issuance under the Plan. Except as noted below, in accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-50340 filed on November 20, 2000, the Post Effective Amendments thereto filed on June 27, 2001 and February 14, 2002, Registration Statement No. 333-102235 filed December 27, 2002, Registration Statement No. 333-118385 filed August 20, 2004, Registration Statement No. 333-138814 filed November 17, 2006, Registration Statement No. 333-151077 filed May 21, 2008, Registration Statement No. 333-176315 filed August 15, 2011, Registration Statement No. 333-198237 filed August 19, 2014, and Registration Statement No. 333-220148 filed August 24, 2017 are incorporated herein by reference.

 

Item 5. Interests of Named Experts and Counsel.

 

An opinion stating that the Common Stock registered hereunder, when sold and delivered in accordance with the provisions of the Plan and the terms of any applicable grant, will be validly issued, fully paid and nonassessable, has been rendered to the Company by Jack E. Jerrett, Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of the Company. Mr. Jerrett owns 79,428 shares of Common Stock, 51,080 unvested restricted shares of Common Stock under the Plan, and 63,093 unvested performance-vested restricted units under the Plan, and holds options to purchase 20,057 shares of Common Stock under the Plan. Mr. Jerrett is also eligible to receive future awards under the Plan.

 

Item 8. Exhibits.

 

The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement.

 

Exhibit No.

 

Description

4.1

 

Specimen certificate representing shares of OraSure Technologies, Inc. $.000001 par value Common Stock is incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4 (No. 333-39210).

 

 

5

 

Opinion of Jack E. Jerrett, Senior Vice President, General Counsel, Secretary and Chief Compliance Officer of OraSure Technologies, Inc.

 

 

23.1

 

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

 

 

23.2

 

Consent of Jack E. Jerrett (included in Exhibit 5).

 

 

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Power of Attorney.

 

 

99.1

 

OraSure Technologies, Inc. Stock Award Plan, as amended and restated effective as of April 4, 2020, is incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed April 9, 2020.

 

 

 

 

 

 

 


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Item 9. Undertakings.

 

(a)Undertakings required by Item 512(a) of Regulation S-K

 

The undersigned registrant hereby undertakes:

 

1.  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

iii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

Provided however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

  

2.                                       That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3.                                       To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

   

(b)                                      Undertakings required by Item 512(b) of Regulation S-K

 

 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)                                       Undertakings required by Item 512(h) of Regulation S-K

 

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

The Registrant.

 

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 Bethlehem, Commonwealth of Pennsylvania, on this 26th day of August, 2020.

 

 

OraSure Technologies, Inc.

(Registrant)

 

By: /s/ Roberto Cuca

Roberto Cuca

Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of this 26th day of August, 2020.

 

 

Signature

Title

 

(1)Principal Executive Officer

 

 

/s/ Stephen S. Tang, Ph.D.

Stephen S. Tang, Ph.D.

President, Chief Executive Officer and Director

 

 

(2)Principal Financial Officer

 

 

/s/ Roberto Cuca

Roberto Cuca

Chief Financial Officer

 

 

 

(3)Principal Accounting Officer

 

 

/s/ Michele Miller

Michele Miller

Vice President, Finance and Controller

 


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(1)The following members of the Board of Directors:

 

 

*MICHAEL CELANO

 

Director

* RONNY B. LANCASTER

  

Director

* MARA G. ASPINALL

 

Director

* LELIO MARMORA

 

Director

* EAMONN P. HOBBS

  

Director

* DAVID J. SHULKIN, MD

  

Director

* JAMES A DATIN

 

Director

 

 

 *By /s/ Jack E. Jerrett

         Jack E. Jerrett

         Attorney-in-fact

 

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