BEAT HeartBeam Inc

 

As Filed with the Securities and Exchange Commission on February 25, 2015

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

BioTelemetry, Inc.

(Exact name of registrant as specified in its charter)

 

 

2008 EQUITY INCENTIVE PLAN

2008 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plans)

 

Peter Ferola

Senior Vice President, General Counsel and Secretary

BioTelemetry, Inc.

1000 Cedar Hollow Road, Suite 102

Malvern, Pennsylvania  19355

(Name and address of agent for service)

 

(610) 729-7000

(Telephone number, including area code, of agent for service)

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered (1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price (2)			Amount of registration fee
Common Stock, $0.001 par value per share		6,945,618 shares		(2)		$	56,388,189.26		$	6,552.31
Common Stock, $0.001 par value per share		1,736,405 shares		(2)		$	16,582,667.75		$	1,926.91

(1)         An aggregate of 8,682,023 additional shares of the Registrant’s Common stock are registered hereby, consisting of 6,945,618 shares which may be issued under the Registrant’s 2008 Equity Incentive Plan (the “2008 EIP”) and (ii) 1,736,405 shares which may be issued under the Registrant’s 2008 Employee Stock Purchase Plan (the “2008 ESPP”).  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2008 EIP and the 2008 ESPP by reason of any stock dividend, stock split, recapitalization, or any other similar transaction without receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

 

(2)         Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Securities Act.  The price per share and aggregate offering prices for the shares registered hereby were calculated (i) with respect to 3,628,636 shares subject to outstanding stock option awards under the 2008 EIP, based on the weighted average exercise price of $6.81 per share and (ii) with respect to the remaining 3,316,982 shares issuable pursuant to the 2008 EIP and 1,736,405 shares issuable pursuant to the 2008 ESPP, based on the average of the high and low prices of the Registrant’s common stock as reported by The NASDAQ Stock Market on February 23, 2015, of $9.55 per share.

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

 

This registration statement (this “Registration Statement”) is being filed to register an additional 8,682,023 shares of the Registrant’s common stock of which (i) 6,945,618 shares may be offered or sold from time to time pursuant to the Registrant’s 2008 Equity Incentive Plan, as amended (the “2008 EIP”) and (ii) 1,736,405 shares may be offered or sold from time to time pursuant to the Registrant’s 2008 Employee Stock Purchase, as amended (the “2008 ESPP”).  Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8, File No. 333-149800, except for Items 3 and 8 which are being updated by this Registration Statement, filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2013 registering 516,753 shares under the 2008 EIP, 238,000 shares under the ESPP, 1,721,114 shares under the Registrant’s 2003 Equity Incentive Plan and 142,500 shares under the Registrant’s 2008 Non-Employee Directors’ Stock Option Plan.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference.

 

The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith files reports, proxy statements and other information with the Commission.  The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference:

 

(a)         The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the Commission on February 23, 2015;

 

(b)         The Registrant’s Current Reports on Form 8-K filed with the Commission on January 5, 2015; and

 

(c)          The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form S-4 filed with the Commission on April 22, 2013, as amended and declared effective by the Commission (File No. 333-188058), and all amendments and reports updating such description.

 

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

 

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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 Town of Malvern, State of Pennsylvania, on February 25, 2015.

 

	BIOTELEMETRY, INC.
	By:	/s/ Joseph H. Capper
		Joseph H. Capper
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures		Title		Date
/s/ Joseph H. Capper		President and Chief Executive Officer (Principal Executive Officer)		February 25, 2015
Joseph H. Capper
/s/ Heather C. Getz		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		February 25, 2015
Heather C. Getz
/s/ Kirk E. Gorman		Director and Chairman		February 25, 2015
Kirk E. Gorman
/s/ Ronald A. Ahrens		Director		February 25, 2015
Ronald A. Ahrens
/s/ Anthony J. Conti		Director		February 25, 2015
Anthony J. Conti
/s/ Joseph A. Frick		Director		February 25, 2015
Joseph A. Frick
/s/ Rebecca W. Rimel		Director		February 25, 2015
Rebecca W. Rimel
/s/ Robert J. Rubin, M.D.		Director		February 25, 2015
Robert J. Rubin, M.D.

 

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EXHIBIT INDEX

 

Exhibit
No.		Description
4.1		2008 Equity Incentive Plan (1)
4.2		2008 Employee Stock Purchase Plan (2)
5.1		Opinion of Greenberg Traurig, P.A.
23.1		Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP

 

(1)         Incorporated by reference to CardioNet, Inc.’s registration statement on Form S-1 and amendments thereto (File No. 333-145547).

 

(2)         Incorporated by reference to Exhibit 10.5 to CardioNet, Inc.’s registration statement on Form S-1 and amendments thereto (File No. 333-145547).

 

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Exhibit 5.1

 

 

February 25, 2015

 

BioTelemetry, Inc.

1000 Cedar Hollow Road

Malvern, Pennsylvania  19355

 

Re:                             Additional Shares to be Issued Under the BioTelemetry, Inc.
2008 Equity Incentive Plan and 2008 Employee Stock Purchase Plan

 

Ladies and Gentlemen:

 

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 8,682,023 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of BioTelemetry, Inc., a Delaware corporation (the “Company”), consisting of (i) 6,945,618 additional shares of Common Stock that may be issued under the Company’s 2008 Equity Incentive Plan, as amended (the “2008 EIP”) and (ii) 1,736,405 additional shares of Common Stock that may be issued under the Company’s 2008 Employee Stock Purchase Plan (the “2008 ESPP,” and together with the 2008 EIP, the “Plans”).

 

We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

 

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “Blue Sky” laws.  We express no opinion herein as to the laws of any state or jurisdiction other than the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.  Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

	Very truly yours,
	/s/ Greenberg Traurig, LLP
	Greenberg Traurig, LLP

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the 2008 Equity Incentive Plan and 2008 Employee Stock Purchase Plan of BioTelemetry, Inc. of our reports dated February 23, 2015, with respect to the consolidated financial statements and schedule of BioTelemetry, Inc. and the effectiveness of internal control over financial reporting of BioTelemetry, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

 

 

	/s/ Ernst & Young, LLP
Philadelphia, Pennsylvania
February 25, 2015