As filed with the Securities and Exchange Commission on February 9, 2018.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OSI SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
330238801
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
12525 Chadron Avenue
Hawthorne, California 90250
(Address of principal executive offices)
Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan
(full title of the plan)
Deepak Chopra
President and Chief Executive Officer
12525 Chadron Avenue
Hawthorne, California 90250
(Name and address of agent for service)
(310) 978-0516
(Telephone number, including area code, of agent for service)
Copies to:
Victor Sze
Executive Vice President, General Counsel and Secretary
12525 Chadron Avenue
Hawthorne, California 90250
Cary K. Hyden
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
(714) 540-1235
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
|
x
|
Accelerated filer
|
o
|
|
|
|
|
Non-accelerated filer
|
o
(do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
|
|
Emerging growth company
|
o
|
|
|
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.
o
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered
|
|
Amount
to be
Registered (1)
|
|
Proposed
Maximum
Offering Price
Per Share (2)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.001 per share
|
|
1,600,000 shares
|
|
$
|
56.66
|
|
$
|
90,656,000
|
|
$
|
11,286.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This Registration Statement registers 1,600,000 shares of common stock, par value $0.001 per share (the Common Stock), of OSI Systems, Inc. (the Company or the Registrant) for issuance pursuant to the Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan (the Plan), an employee benefit plan, in addition to the 3,500,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-190693) filed with the Securities Exchange Commission on August 16, 2013 (the Prior Form S-8). The contents of the Prior Form S-8 are incorporated into this Registration Statement by reference. The total number of shares of Common Stock registered under this Registration Statement and under the Prior Form S-8 equals 5,100,000 shares. In addition, pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of the Companys Common Stock that may become issuable under the Plan by reason of any substitutions or adjustments to shares to account for any change in corporate capitalization, such as a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination or exchange of shares of Common Stock, dividend in kind, or other like change in capital structure.
|
(2)
|
Pursuant to Rule 457(h) of the Securities Act, the Proposed Maximum Offering Price is estimated solely for the purpose of calculating the registration fee and is based on the average of the high and low market prices for the Common Stock reported on the NASDAQ Global Select Market on February 6, 2018 ($56.66).
|
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Hawthorne, state of California, on February 9, 2018.
|
OSI SYSTEMS, INC.
|
|
|
|
|
By:
|
/s/ Alan Edrick
|
|
|
Alan Edrick
Executive Vice President and Chief Financial Officer
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Deepak Chopra, Alan Edrick and Victor Sze and each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of resubstitution and substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in their respective capacities with OSI Systems, Inc. and on the dates indicated.
Signatures
|
|
Titles
|
|
Date
|
|
|
|
|
|
/s/ Deepak Chopra
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 9, 2018
|
Deepak Chopra
|
|
|
|
|
|
/s/ Alan Edrick
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 9, 2018
|
Alan Edrick
|
|
|
|
|
|
/s/ Ajay Mehra
|
|
Executive Vice President and Director
|
|
February 9, 2018
|
Ajay Mehra
|
|
|
|
|
|
|
|
|
|
/s/ William F. Ballhaus, Jr.
|
|
Director
|
|
February 9, 2018
|
William F. Ballhaus, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ Gerald Chizever
|
|
Director
|
|
February 9, 2018
|
Gerald Chizever
|
|
|
|
|
|
|
|
|
|
/s/ Steven C. Good
|
|
Director
|
|
February 9, 2018
|
Steven C. Good
|
|
|
|
|
5