As filed with the Securities and Exchange Commission on January 24, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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16-1590339
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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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1305 OBrien Drive
Menlo Park, CA 94025
(Address of Principal Executive Offices) (Zip Code)
Pacific
Biosciences of California, Inc. 2010 Equity Incentive Plan
Pacific Biosciences of California, Inc. 2010 Employee Stock Purchase Plan
Pacific Biosciences of California, Inc. 2010 Outside Director Equity Incentive Plan
(Full title of the plan)
Michael Hunkapiller
Chief Executive Officer
1305 OBrien Drive
Menlo Park, CA 94025
(Name and address of agent for service)
(650) 521-8000
(Telephone number, including area code, of agent for service)
Copies to:
Donna
M. Petkanics
Andrew D. Hoffman
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, CA 94304
(650) 493-9300
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
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
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common stock, $0.001 par value per share:
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To be issued under the 2010 Equity Incentive
Plan
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7,655,953(2)
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$4.98(3)
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$38,126,645.94
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$4,948.84
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To be issued under the 2010 Employee Stock Purchase
Plan
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3,062,381(4)
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$4.23(5)
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$12,953,871.63
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$1,681.41
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To be issued under the 2010 Outside Director Equity
Incentive Plan
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1,531,190(6)
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$4.98(3)
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$7,625,326.20
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$989.77
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TOTAL:
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12,249,524
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$58,705,843.77
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$7,620.02
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover
any additional shares of the Registrants common stock that become issuable under the 2010 Equity Incentive Plan (2010 Plan), 2010 Employee Stock Purchase Plan (2010 ESPP) and 2010 Outside Director Equity Incentive Plan
(2010 Director Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common
stock.
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(2)
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Reflects an automatic annual increase on January 1, 2020 to the number of shares of the Registrants
common stock reserved for issuance under the 2010 Plan, which annual increase is provided for in the 2010 Plan.
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(3)
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Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis
of $4.98, the average of the high and low prices of Registrants common stock as reported on the NASDAQ Global Select Market on January 23, 2020.
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(4)
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Reflects an automatic annual increase on January 1, 2020 to the number of shares of the Registrants
common stock reserved for issuance under the 2010 ESPP, which annual increase is provided for in the 2010 ESPP.
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(5)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of 85% of $4.98, the average of the high and low prices of Registrants common stock as reported on the NASDAQ Global Select Market on January 23, 2020. Pursuant to the 2010 ESPP, which plan is incorporated by reference herein, the
purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.
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(6)
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Reflects an automatic annual increase on January 1, 2020 to the number of shares of the Registrants
common stock reserved for issuance under the 2010 Director Plan, which annual increase is provided for in the 2010 Director Plan.
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