- Securities Registration: Employee Benefit Plan (S-8)
November 08 2011 - 5:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 8, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEC, INC.
(Exact name of registrant as specified in its charter)
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California
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33-0399154
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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3001 Daimler Street
Santa Ana, California 92705-5812
(Address of Principal Executive Offices
including Zip Code)
STEC, INC.
2010 INCENTIVE AWARD PLAN
(Full Title of the Plan)
Robert M.
Saman
General Counsel
3001 Daimler Street
Santa Ana, California 92705-5812
(949) 476-1180
(Name, address, including zip code, and 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):
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Large Accelerated filer
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x
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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 Each Class 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, $0.001 par value per share
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2,000,000
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$11.345
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$22,690,000
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$2,600.27
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(1)
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The STEC, Inc. 2010 Incentive Award Plan (the Plan) authorizes the issuance of shares of common stock, par value $0.001 per share, of STEC, Inc. (the
Common Stock), of which 2,000,000 shares are being registered hereunder, and 4,600,000 shares have been registered previously. In accordance with Rule 416(a) of the Securities Act of 1933, as amended, this registration statement will
also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction.
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(2)
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Estimated solely for the purposes of calculating the registration fee under Rule 457(c) and (h) under the Securities Act of 1933, as amended (the Securities
Act), and is based on the average of the high and low sales prices of a share of the Common Stock, as reported on the NASDAQ Global Select Market on November 3, 2011.
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INTRODUCTION
On May 19, 2011, the stockholders of STEC, Inc. (referred to herein as the Company, our, we or us) approved an amendment to the Companys 2010
Incentive Award Plan (the Plan) increasing the number of authorized shares of the Companys common stock, par value $0.001 per share (the Common Stock), that may become issuable under the Plan by 2,000,000 shares. The
Company is filing this registration statement (this Registration Statement) on Form S-8 to register such additional shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
We are not filing with or including in this Form S-8 the information called for in Part I of Form S-8 (by
incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
The Company has previously
registered 4,600,000 shares of Common Stock, issuable under the Plan by a registration statement on Form S-8 filed with the Commission on May 28, 2010, Registration No. 333-167171 (the Prior Registration Statement). Under this
Registration Statement, the Company is registering an additional 2,000,000 shares of Common Stock issuable under the Plan. The contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded
hereby or by any subsequently filed document that is incorporated by reference herein or therein.
See Index to
Exhibits attached to 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 Ana, State of California, on November 8, 2011.
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STEC, INC.
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By:
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/s/ M
ANOUCH
M
OSHAYEDI
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Manouch Moshayedi
Chairman of the Board and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints Manouch Moshayedi, Raymond D. Cook and Robert M. Saman as attorneys-in-fact and agents, each acting alone, with full powers of
substitution to sign on his behalf, individually and in the capacities stated below, and to file any and all amendments, including post-effective amendments, to this registration statement and other documents in connection with the registration
statement, with the Commission, granting to those attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned required to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons 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
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ANOUCH
M
OSHAYEDI
Manouch Moshayedi
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)
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November 8, 2011
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S
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ARK
M
OSHAYEDI
Mark Moshayedi
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President, Chief Operating Officer, Chief Technical Officer, Secretary and Director
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November 8, 2011
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S
/ R
AYMOND
D.
C
OOK
Raymond D. Cook
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Chief Financial Officer (Principal Financial and Accounting Officer)
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November 8, 2011
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S
/ R
AJAT
B
AHRI
Rajat Bahri
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Director
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November 8, 2011
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S
/ F. M
ICHAEL
B
ALL
F. Michael Ball
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Director
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November 8, 2011
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S
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HRISTOPHER
W.
C
OLPITTS
Christopher W. Colpitts
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Director
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November 8, 2011
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S
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EVIN
C.
D
ALY
Kevin C. Daly, Ph.D.
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Director
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November 8, 2011
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S
/ M
ATTHEW
L.
W
ITTE
Matthew L. Witte
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Director
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November 8, 2011
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INDEX TO EXHIBITS
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Exhibit
No.
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Description of Exhibit
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4.1
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Amended and Restated Articles of Incorporation (Filed as Exhibit 3.1 to the Registration Statement on Form S-1/A (File No. 333-32478) filed on July 3, 2000 and incorporated herein
by reference.).
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4.2
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Certificate of Amendment to the Amended and Restated Articles of Incorporation dated August 31, 2000 (Filed as Exhibit 3.3 to the Registration Statement on Form S-1/A (File No.
333-32478) filed on September 27, 2000 and incorporated herein by reference.).
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4.3
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Certificate of Amendment to the Amended and Restated Articles of Incorporation dated May 1, 2001 (Filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001, filed on May 14, 2001 and incorporated herein by reference.).
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4.4
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Certificate of Ownership as filed with the California Secretary of State on March 7, 2007 (Filed as Exhibit 3.1 to the Current Report on Form 8-K filed on March 8, 2007 and
incorporated herein by reference.).
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4.5
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Second Amended and Restated Bylaws (Form 8-K of the Registrant filed on September 27, 2011 and incorporated herein by reference.).
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4.6
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Form of stock certificate for the common stock, $0.001 par value per share, of STEC, Inc. (Filed as Exhibit 4.2 to Annual Report on Form 10-K for the fiscal year ended December 31,
2006 filed on March 30, 2007 and incorporated herein by reference.).
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5.1+
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Opinion of Robert M. Saman, Esq.
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23.1+
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Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm.
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23.2+
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Consent of Robert M. Saman, Esq. (Included in Exhibit 5.1.).
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24.1+
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Power of Attorney (Included in signature pages.).
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99.1
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STEC, Inc. 2010 Incentive Award Plan (Filed as Appendix A to the Proxy Statement for the 2010 Annual Meeting of Shareholders filed on April 16, 2010 and incorporated herein by
reference.).
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99.2
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Amendment to STEC, Inc. 2010 Incentive Award Plan (Filed as Appendix A to the Proxy Statement for the 2011 Annual Meeting of Shareholders filed on April 1, 2011 and incorporated
herein by reference.).
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