Securities Registration: Employee Benefit Plan (s-8)
April 18 2019 - 6:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 17, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sientra, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-5551000
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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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420 South Fairview Avenue, Suite 200
Santa Barbara, CA
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93117
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(Address of principal executive offices)
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(Zip code)
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2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
Inducement Plan
(Full
title of the plans)
Jeffrey Nugent
Chief Executive Officer
Sientra, Inc.
420 South
Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(805)
562-3500
(Name, address and telephone number, including area code, of agent for service)
Copy to:
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Oliver Bennett
General Counsel
Sientra,
Inc.
420 South Fairview Avenue, Suite 200
Santa Barbara, CA 93117
(805)
562-3500
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Michael S. Kagnoff, Esq.
DLA Piper LLP (US)
4365
Executive Drive, Suite 1100
San Diego, CA 92121
Tel:
(858) 677-1400
Fax:
(858) 677-1401
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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. (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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☐
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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 Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Proposed
Maximum
Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
per Share (5)
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Aggregate
Offering Price (5)
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Amount of
Registration Fee
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2014 Equity Incentive Plan
Common Stock, par value $0.01 per share
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1,145,151 shares(2)
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7.29
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$8,348,150.79
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$1,011.80
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2014 Employee Stock Purchase Plan
Common Stock, par value $0.01 per share
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286,288 shares(3)
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7.29
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$2,087,039.52
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$252.95
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Inducement Plan
Common Stock, par value $0.01 per share
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350,000 shares(4)
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7.29
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$2,551,500.00
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$309.24
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Total
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1,781,439
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N/A
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$12,986,690.31
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$1,573.99
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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 (the Common Stock) that become issuable under the 2014 Equity Incentive Plan (the 2014 Plan), the 2014 Employee Stock
Purchase Plan (the 2014 ESPP), and the Sientra, Inc. Inducement Plan (the Inducement Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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Represents 1,145,151 shares of Common Stock that became available for issuance on January 1, 2019 under
the 2014 Plan pursuant to an evergreen provision of the 2014 Plan. Pursuant to such provision, an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 Plan on January 1 of each calendar
year, from January 1, 2015 through January 1, 2024. The number of shares added each year will be equal to: (a) 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; or
(b) such lesser number of shares of Common Stock as is determined by the Registrants board of directors (the Board) for the applicable year.
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(3)
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Represents 286,288 shares of Common Stock that became available for issuance on January 1, 2019 under the
2014 ESPP pursuant to an evergreen provision of the 2014 ESPP. The 2014 ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2014 ESPP on January 1 of each calendar year,
from January 1, 2015 through January 1, 2024. The number of shares of Common Stock added each year will be equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding
calendar year; (b) 3,000,000 shares of Common Stock; or (c) a lesser number of shares of Common Stock as is determined by the Board for the applicable year.
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(4)
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Represents 350,000 shares of Common Stock issuable pursuant to the Inducement Plan
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(5)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 under the Securities
Act and based on the average of the high and low prices per share of the Registrants common stock on April 12, 2019 as reported on the NASDAQ Global Select Market.
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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form
S-8,
this Registration Statement is being filed for the
purpose of registering an additional (i) 1,145,151 shares of the Registrants common stock to be issued pursuant to the Registrants 2014 Equity Incentive Plan; (ii) 286,288 shares of the Registrants common stock to be issued
pursuant to the Registrants 2014 Employee Stock Purchase Plan, which are the same class as those securities previously registered on effective Forms
S-8
filed with the Securities and Exchange Commission
on October 29, 2014 (File
No. 333-199684),
March 19, 2015 (File
No. 333-202879),
January 26, 2016 (File
No. 333-209129),
January 18, 2017 (File
No. 333-215603)
and March 15, 2019 (File
No. 333-223666),
and
(iii) 350,000 shares of the Registrants common stock to be issued pursuant to the Registrants Inducement Award plan, which are the same class as those securities previously registered on effective Form
S-8
filed with the SEC on April 11, 2016 (File
No. 333-
210695), January 18, 2017 (File
No. 333-215603)
and
March 15, 2018 (File
No. 333-223666).
The contents of those Registration Statements, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
(1)
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Previously filed as Exhibit 3.2 to the Registrants Registration Statement on Form
S-1
(File
No. 333-198837),
originally filed with the Commission on October 20, 2014, as amended, and incorporated herein by reference.
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(2)
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Previously filed as Exhibit 3.4 to the Registrants Registration Statement on Form
S-1
(File
No. 333-198837),
originally filed with the Commission on October 20, 2014, as amended, and incorporated herein by reference.
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(3)
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Previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form
S-1
(File
No. 333-198837),
originally filed with the Commission on October 20, 2014, as amended, and incorporated herein by reference.
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(4)
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Previously filed as Exhibit 10.3 to the Registrants Registration Statement on Form
S-1
(File
No. 333-198837),
originally filed with the Commission on October 20, 2014, as amended, and incorporated herein by reference.
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(5)
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Previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form
S-1
(File
No. 333-198837),
originally filed with the Commission on October 20, 2014, as amended, and incorporated herein by reference.
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(6)
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Previously filed as Exhibit 10.20 to the Registrants Annual Report on Form
10-K
(File
No. 001-36709),
originally filed with the Commission on March 10, 2016, incorporated herein by reference.
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#
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Indicates a management contract or compensatory plan or arrangement.
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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 City of Santa Barbara, State of California, on
April 17, 2019.
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SIENTRA, INC.
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By:
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/s/ Jeffrey Nugent
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Jeffrey Nugent
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints Paul Little and Oliver Bennett,
and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful
attorney-in-fact
and agent to act in
his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments (including post-effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other 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, ratifying and confirming all that said
attorneys-in-fact
and agents or
any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Jeffrey Nugent
Jeffrey Nugent
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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April 17, 2019
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/s/ Paul Little
Paul Little
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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April 17, 2019
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/s/ Nicholas Simon
Nicholas Simon
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Lead Independent Director
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April 17, 2019
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/s/ Mary M. Fisher
Mary M. Fisher
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Director
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April 17, 2019
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/s/ Timothy Haines
Timothy Haines
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Director
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April 17, 2019
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/s/ Kevin OBoyle
Kevin OBoyle
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Director
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April 17, 2019
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/s/ Philippe A. Schaison
Philippe A. Schaison
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Director
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April 17, 2019
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/s/ Keith Sullivan
Keith Sullivan
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Director
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April 17, 2019
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