Securities Registration: Employee Benefit Plan (s-8)
March 23 2017 - 4:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 23, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ADESTO TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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16-1755067
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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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3600 Peterson Way, Santa Clara, CA
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95054
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(Address of Principal Executive Offices)
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(Zip Code)
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2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plans)
Narbeh
Derhacobian
President and Chief Executive Officer
Adesto Technologies Corporation
3600 Peterson Way, Santa Clara, CA, 95054
(Name and address of agent for service)
(408)
400-0578
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Mark A. Leahy, Esq.
William L. Hughes, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in
Rule
12b-2
of the Exchange Act. (Check one):
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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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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, $0.0001 par value per share
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1,218,760 (2)
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$4.23 (3)
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$5,149,261 (3)
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$597 (3)
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Common Stock, $0.0001 par value per share
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304,690 (4)
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$3.59 (5)
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$1,094,218 (5)
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$127 (5)
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TOTAL
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1,523,450
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N/A
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$6,243,479
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$724
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities
Act
), this Registration Statement shall also cover any additional shares of the
Registrants common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt
of consideration that results in an increase in the number of the outstanding shares of the Registrants common stock.
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(2)
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Represents additional shares of Registrants common stock automatically reserved and available for issuance under the 2015 Equity Incentive Plan resulting from the annual 4% increase (calculated by reference to the
total outstanding shares of Registrants common stock as of the immediately preceding December 31) in the number of shares reserved and available for issuance, effective January 1, 2016 and January 1, 2017.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, on the basis of the average of the high and low prices of the Registrants Common
Stock as reported on the Nasdaq Capital Market on March
15, 2017.
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(4)
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Represents additional shares of Registrants common stock automatically reserved and available for issuance under the 2015 Employee Stock Purchase Plan (the
ESPP
) resulting from the annual
1% increase (calculated by reference to the total outstanding shares of Registrants common stock as of the immediately preceding December 31) in the number of shares reserved and available for issuance, effective January 1, 2016 and
January 1, 2017.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, on the basis of the average of the high and low prices of the Registrants Common
Stock as reported on the Nasdaq Capital Market on March
22, 2017. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the common stock on the offering date (i.e., the first
business day of a
six-month
offering period) or the purchase date (i.e., the last business day of a
six-month
purchase period), whichever is less.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Adesto Technologies Corporation (the
Registrant
) is filing this Registration Statement with the Securities and Exchange Commission (the
Commission
) to register 1,218,760 additional shares of Common Stock under the Registrants
2015 Equity Incentive Plan and 304,690 additional shares of Common Stock under the Registrants 2015 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved
for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrants registration statement on Form
S-8
filed with the Commission on
October 27, 2015 (Registration
No. 333-207630).
In accordance with the instructional note to Part I of Form
S-8
as promulgated by the Commission, the
information specified by Part I of Form
S-8
has been omitted from this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Santa Clara, State of
California, on this 23rd day of March, 2017.
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Adesto Technologies Corporation
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By:
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/s/ Narbeh Derhacobian
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Narbeh Derhacobian
President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW
ALL
PERSONS
BY
THESE
PRESENTS
, that each person whose signature appears below constitutes and
appoints Narbeh Derhacobian and Ron Shelton, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, each with the full power of substation, for
him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments) to this Registration Statement on Form
S-8,
and to file the same, with all exhibits thereto and documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Narbeh Derhacobian
Narbeh Derhacobian
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President, Chief Executive Officer and Director
(
Principal Executive Officer
)
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March 23, 2017
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/s/ Ron Shelton
Ron Shelton
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Chief Financial Officer
(
Principal Financial and Accounting Officer
)
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March 23, 2017
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/s/ Nelson Chan
Nelson Chan
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Director
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March 23, 2017
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Barry Cox
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Chairman
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/s/ Keith Crandell
Keith Crandell
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Director
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March 23, 2017
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Francis Lee
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Director
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/s/ Kevin Palatnik
Kevin Palatnik
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Director
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March 23, 2017
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II-1
EXHIBIT INDEX
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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3.1
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Restated Certificate of Incorporation.
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S-1/A
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333-206940
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3.02
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10/5/2015
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3.2
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Amended and Restated Bylaws.
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S-1/A
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333-206940
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3.04
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10/5/2015
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (included on the signature page of this Registration Statement).
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X
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99.1
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2015 Equity Incentive Plan and forms of equity awards.
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S-1/A
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333-206940
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10.03
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10/5/2015
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99.2
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2015 Employee Stock Purchase Plan.
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S-1/A
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333-206940
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10.04
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10/5/2015
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II-2
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