EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of common stock under the Registrants 2016 Plan and the 2016 ESPP.
The number of shares of common stock reserved and available for issuance under the 2016 Plan is subject to an automatic annual increase on each January 1, beginning in 2017, by an amount equal to the lesser of (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 2,000,000 shares or (iii) such amount as determined by the Administrator (as defined in the 2016 Plan), currently the Compensation Committee of the Registrants Board of Directors. Accordingly, on January 1, 2019, the number of shares of common stock reserved and available for issuance under the 2016 Plan increased by 1,682,915 shares.
The number of shares of common stock reserved and available for issuance under the 2016 ESPP is subject to an automatic annual increase on each January 1, beginning in 2017, by an amount equal to the lesser of (i) 1.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, (ii) 300,000 shares or (iii) such amount as determined by the Administrator (as defined in the 2016 ESPP), currently the Compensation Committee of the Registrants Board of Directors. Accordingly, on January 1, 2019, the number of shares of common stock reserved and available for issuance under the 2016 ESPP increased by 300,000 shares.
This Registration Statement registers these additional 1,982,915 shares of common stock. The additional shares are of the same class as other securities relating to the 2016 Plan and the 2016 ESPP for which our registration statement filed on Form S-8 (Registration No. 333-214244) on October 26, 2016, is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of our Registration Statements on Form S-8 (File Nos. 333-224791, 333-217898 and 333-214244), each relating to the 2016 Plan and the 2016 ESPP, are hereby incorporated by reference herein.