Registration of Additional Securities (up to 20%) (s-3mef)
August 10 2017 - 9:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MICROVISION, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
91-1600822
(I.R.S.
Employer Identification No.)
6244 185
th
Avenue NE, Suite 100
Redmond, WA 98052
(425)
936-6847
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David J. Westgor
Vice President, General Counsel and Secretary
MicroVision, Inc.
6244
185
th
Avenue NE, Suite 100
Redmond, WA 98052
(425) 936-6847
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joel F. Freedman
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, MA 02199
(617) 951-7000
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
333-211869
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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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 Securities Act. ☐
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(1)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(2)
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Common Stock; Preferred Stock; Warrants
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$2,221,757.67
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$257.50
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(1)
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The Registrant previously registered such indeterminate amount of the Registrant’s Common Stock, Preferred Stock and Warrants having an aggregate offering price not to exceed $35,000,000 on a Registration Statement
on Form S-3 (File No. 333-211869), which was filed on June 6, 2016 and declared effective on June 22, 2016. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional indeterminate amount of
the Registrant’s securities as shall have an aggregate offering price not to exceed $2,221,757.67 are being registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement
shall also cover such additional securities of the Registrant that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Represents the registration fee only for the additional amount of securities being registered hereby. The Registrant previously registered
Common Stock, Preferred Stock and Warrants pursuant to a Registration Statement on Form S-3 (File No. 333-211869), as amended, for which a fee of $3,525 was paid.
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of
the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (“Rule 462(b)”), and
General Instruction IV.A. to Form S-3 to register the Registrant’s securities, with an aggregate initial offering price not to exceed $2,221,757.67. In accordance with Rule 462(b), this Registration Statement incorporates by reference the
contents of the Registrant’s Registration Statement on Form S-3 (File No. 333-211869), filed with the Securities and Exchange Commission (the “SEC”) on June 6, 2016, and declared effective by the SEC on June 22, 2016,
including all exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.
The
required opinion and consents are listed on the Exhibit Index attached to and filed with this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on August 10,
2017.
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MicroVision, Inc.
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By:
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/s/ David J. Westgor
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David J. Westgor
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Vice President, General Counsel &
Secretary
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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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Signature
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Title
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Date
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/s/ Alexander Tokman
Alexander Tokman
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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August 10, 2017
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/s/ Stephen P. Holt
Stephen P. Holt
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Chief Financial Officer
(Principal Financial Officer, Principal Accounting
Officer)
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August 10, 2017
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Robert Carlile
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Director
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August 10, 2017
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/s/ *
Slade Gorton
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Director
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August 10, 2017
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Yalon Farhi
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Director
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August 10, 2017
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/s/ *
Perry Mulligan
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Director
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August 10, 2017
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/s/ *
Brian Turner
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Director
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August 10, 2017
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/s/ *
Thomas M. Walker
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Director
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August 10, 2017
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*By:
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/s/ David J. Westgor
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David J. Westgor
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Attorney-in-Fact
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INDEX TO EXHIBITS
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†
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Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-211869) filed on June 6, 2016 and incorporated herein by reference.
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