UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MicroVision, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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3679
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91-1600822
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(State or Other Jurisdiction of
Incorporation or Organization
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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6244 185
th
Avenue NE, Suite 100
Redmond, WA 98052
(425) 936-6847
(Address, including zip code, and telephone number, including area code of
principal executive offices)
David J. Westgor
Vice
President, General Counsel & Secretary
MicroVision, Inc.
6244 185
th
Avenue NE
Redmond, Washington 98052
(425) 936-6847
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Please send copies of all communications to:
Joel F. Freedman
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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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☐ (Do not check if a smaller reporting company)
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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 each class of
securities to be registered
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Proposed
Maximum
Aggregate
Offering Price
(1)(2)
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Amount of
Registration Fee
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Common Stock
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$15,000,000.00
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$1,867.50
(3)
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(1)
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.
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(2)
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Includes the price of additional shares of common stock that the underwriter has the option to purchase to cover over-allotments, if any.
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(3)
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The Registrant previously paid the registration fee.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.