As filed with the Securities and Exchange Commission on August 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CERUS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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68-0262011
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(State of
Incorporation)
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(I.R.S. Employer
Identification No.)
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1220 Concord Avenue, Suite 600
Concord, California 94520
(925) 288-6000
(Address of principal executive offices)
Amended and Restated 2008 Equity Incentive Plan
Amended and Restated 1996 Employee Stock Purchase Plan
(Full title of the plan)
Chrystal N. Menard
Chief Legal Officer and General Counsel
Cerus Corporation
1220
Concord Avenue, Suite 600
Concord, California 94520
(925) 288-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chadwick L. Mills
Cooley
LLP
101 California Street, 5th Floor
San Francisco, California 94111-5800
(415) 693-2000
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 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
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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Amended and Restated 2008 Equity Incentive Plan
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5,000,000
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$7.08
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$35,400,000
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$4,594.92
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Amended and Restated 1996 Employee Stock Purchase
Plan
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1,500,000
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$7.08
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$10,620,000
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$1,378.48
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TOTAL
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6,500,000
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$46,020,000
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$5,973.40
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Act), this Registration
Statement shall cover any additional shares of Common Stock that become issuable under the Registrants Amended and Restated 2008 Equity Incentive Plan (the EIP) and Amended and Restated 1996 Employee Stock Purchase Plan (the
ESPP) by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrants outstanding Common
Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and
Rule 457(c) under the Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrants Common Stock as reported on The NASDAQ Global Market on July 31, 2020.
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