As filed with the Securities and Exchange Commission
on January 26, 2024
Registration No. 333-
UNITED STATES
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 |
|
33-0238801 |
| (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) (Zip Code)
Amended and Restated
OSI Systems, Inc. 2012 Incentive Award Plan
(Full title of the plan)
Victor Sze
Executive Vice President,
General Counsel and Secretary
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:
Michael Treska
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, 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.
| Large accelerated filer |
|
x |
|
Accelerated filer |
|
¨ |
| Non-accelerated filer |
|
¨ |
|
Smaller reporting company |
|
¨ |
| |
|
|
|
|
|
|
| Emerging growth company |
|
¨ |
|
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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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is
being filed in order to register an additional 2,400,000 shares of common stock, par value $0.001 per share (the “Common Stock”),
of OSI Systems, Inc. (the “Registrant”) which may be offered or sold to participants under the Amended and Restated OSI
Systems, Inc. 2012 Incentive Award Plan (the “Plan”), an employee benefit plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with this Registration
Statement.
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference
into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
| (c) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on October 27, 2023, and for the quarter ended December 31, 2023, filed on January 26, 2024; |
All documents subsequently filed by the Registrant or with respect
to the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from their dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed
to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances shall any information furnished under Item 2.02
or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not required to be filed with this Registration
Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General
Corporation Law, or DGCL, provides that a corporation may, in its original certificate of incorporation or an amendment thereto, eliminate
or limit the personal liability of a director for violations of the director’s fiduciary duty, except (1) for any breach of
the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL, which provides for liability
of directors for unlawful payments of dividends or unlawful stock purchases or redemptions or (4) for any transaction from which
a director derived an improper personal benefit.
Section 145 of the DGCL provides that a corporation
may indemnify any person, including an officer or director, who is, or is threatened to be made, party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of
such corporation, by reason of the fact that such person was an officer, director, employee or agent of such corporation or is or was
serving at the request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity
may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the corporation’s best interest and, for criminal proceedings,
had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any officer or director in an action
by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval
if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director
actually and reasonably incurred.
The Registrant’s bylaws provide for indemnification
of the officers and directors to the fullest extent permitted by applicable law.
The Registrant also maintains a general liability
insurance policy which covers certain liabilities of directors and officers of the Registrant arising out of claims based on acts or omissions
in their capacities as directors or officers, whether or not the Registrant would have the power to indemnify such person against such
liability under the DGCL or the provisions of the Registrant’s certificate of incorporation or bylaws.
The Registrant has entered into indemnification
agreements with each of its directors and certain of its officers. These agreements provide that the Registrant will indemnify each of
its directors and such officers to the fullest extent permitted by law and by the Registrant’s certificate of incorporation and
bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
+ Filed herewith
Item 9. Undertakings.
Not required to be filed with this Registration
Statement.
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 January 26, 2024.
| |
OSI SYSTEMS, INC. |
| |
|
| |
By: |
/s/ Alan Edrick |
| |
Name: |
Alan Edrick |
| |
Title: |
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.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Deepak Chopra |
|
Chairman of the Board, President and Chief Executive |
|
January 26, 2024 |
| Deepak Chopra |
|
Officer (Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Alan Edrick |
|
Executive Vice President and Chief Financial Officer |
|
January 26, 2024 |
| Alan Edrick |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ William F. Ballhaus, Jr. |
|
Director |
|
January 26, 2024 |
| William F. Ballhaus, Jr. |
|
|
|
|
| |
|
|
|
|
| /s/ Kelli Bernard |
|
Director |
|
January 26, 2024 |
| Kelli Bernard |
|
|
|
|
| |
|
|
|
|
| /s/ Gerald Chizever |
|
Director |
|
January 26, 2024 |
| Gerald Chizever |
|
|
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| |
|
|
|
|
| /s/ James B. Hawkins |
|
Director |
|
January 26, 2024 |
| James B. Hawkins |
|
|
|
|
| |
|
|
|
|
| /s/ Meyer Luskin |
|
Director |
|
January 26, 2024 |
| Meyer Luskin |
|
|
|
|
Exhibit
5.1
| |
650 Town Center Drive, 20th Floor |
| |
Costa Mesa, California 92626-1925 |
| |
Tel: +1.714.540.1235 Fax: +1.714.755.8290 |
| |
www.lw.com |
January 26, 2024
OSI Systems, Inc.
12525 Chadron Avenue
Hawthorne, California 90250
|
Austin |
Milan |
| Beijing |
Munich |
| Boston |
New York |
| Brussels |
Orange County |
| Century City |
Paris |
| Chicago |
Riyadh |
| Dubai |
San Diego |
| Düsseldorf |
San Francisco |
| Frankfurt |
Seoul |
| Hamburg |
Silicon Valley |
| Hong Kong |
Singapore |
| Houston |
Tel Aviv |
| London |
Tokyo |
| Los Angeles |
Washington, D.C. |
| Madrid |
|
| Re: | Registration Statement on Form S-8 with respect to 2,400,000 shares of common stock, par value $0.001 per share |
To the addressee set forth above:
We
have acted as special counsel to OSI Systems, Inc., a Delaware corporation (the “Company”), in connection
with the proposed issuance of up to 2,400,000 shares of common stock, par value $0.001 per share (the “Shares”),
issuable pursuant to the OSI Systems, Inc. Amended and Restated 2012 Incentive Award Plan (the “Plan”). The
Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”),
filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2024 (the “Registration
Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under
the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly
stated herein with respect to the issuance of the Shares.
As such counsel, we have examined
such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied
upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified
such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”),
and we express no opinion with respect to any other laws.
Subject to the foregoing and
the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on
the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Company for
legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants
or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance
with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue
and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly
issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable
notice requirements regarding uncertificated shares provided in the DGCL.
January
26, 2024
Page 2
This opinion is for your benefit
in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable
provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.
| |
Sincerely, |
| |
|
| |
/s/ Latham & Watkins LLP |
Exhibit
23.1
Consent of Independent Registered Public Accounting
Firm
We have issued our reports dated August 29, 2023
with respect to the consolidated financial statements and internal control over financial reporting of OSI Systems, Inc. included in the
Annual Report on Form 10-K for the year ended June 30, 2023, which are incorporated by reference in this Registration Statement. We consent
to the incorporation by reference of the aforementioned reports in this Registration Statement.
| /s/
GRANT THORNTON LLP |
|
| |
|
| Los
Angeles, CA |
|
| |
|
| January
26, 2024 |
|
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of OSI Systems, Inc., of our report dated August 19, 2022, relating to the consolidated financial statements of OSI Systems,
Inc. and subsidiaries (the “Company”) as of June 30, 2022 and for each of the two years in the period ended June 30, 2022,
(which report expresses an unqualified opinion on the consolidated financial statements and includes an explanatory paragraph relating
the adoption of new accounting standards), appearing in the Annual Report on Form 10-K of the Company for the year ended June 30,
2023, filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP
Los Angeles, California
January 26, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
OSI Systems, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security
Type |
|
Security
Class Title |
|
Fee
Calculation
or Carry
Forward
Rule |
|
Amount
Registered |
|
Proposed
Maximum
Offering
Price Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee Rate |
|
|
Amount of
Registration
Fee |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Newly Registered Securities |
| Equity |
|
Common Stock, $0.001 par value per share |
|
Rules 457(c) and 457(h) |
|
2,400,000 |
(1) |
|
$130.265 |
(2) |
|
$ |
312,636,000 |
(2) |
|
|
0.00014760 |
|
|
$ |
46,145.07 |
| Total Offering Amounts |
|
|
|
|
|
$ |
312,636,000 |
|
|
|
|
|
|
$ |
46,145.07 |
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
46,145.07 |
| (1) | This Registration Statement registers 2,400,000 shares of common stock, par value $0.001 per share (the
“Common Stock”), of OSI Systems, Inc. (the “Company” or the “Registrant”) reserved for issuance
pursuant to the Amended and Restated OSI Systems, Inc. 2012 Incentive Award Plan, as amended (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 1,600,000 shares of Common Stock which were registered under
the Plan on Form S-8 (File No. 333-222956) filed with the Securities and Exchange Commission on February 9, 2018 and the
1,650,000 shares of Common Stock which were registered under the Plan on Form S-8 (File No. 333-252582) filed with the Securities
and Exchange Commission on January 29, 2021 (collectively, the “Prior Forms S-8”). The contents of the Prior Forms 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 Forms S-8 equals 9,150,000 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 Company’s
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) | Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and
(h) of the Securities Act, based upon the average of the high and low sale prices of the Common Stock reported on the Nasdaq Global
Select Market on January 22, 2024, which date is within five business days prior to filing this Registration Statement. |
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