Securities Registration: Employee Benefit Plan (s-8)
March 15 2018 - 4:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 15, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
PFENEX INC.
(Exact name
of Registrant as specified in its charter)
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Delaware
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27-1356759
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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10790 Roselle Street
San Diego, CA 92121
(858)
352-4400
(Address of principal executive offices, including zip code)
Pfenex Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Evert B.
Schimmelpennink
Pfenex Inc.
10790 Roselle Street
San
Diego, CA 92121
(858)
352-4400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Daniel R. Koeppen
Wilson
Sonsini Goodrich & Rosati,
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, CA 92130
Telephone: (858)
350-2300
Facsimile: (858)
350-2399
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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☐ (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
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the Pfenex Inc. 2014 Employee Stock Purchase Plan
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353,224
(2)
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$3.69
(3)
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$1,303,396.56
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$162.27
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TOTAL:
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353,224
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$1,303,396.56
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$162.27
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under Pfenex Inc. 2014
Employee Stock Purchase Plan (“2014 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding
shares of common stock.
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(2)
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Represents 353,224 shares of common stock reserved for issuance pursuant to future awards as a result of the annual evergreen increase under the 2014 ESPP.
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(3)
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Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the total registration fee. Computation based upon 85% (see explanation in following sentence) of $4.33, the average of the high
and low prices of the Registrant’s common stock as reported on the NYSE American on March 12, 2018. Pursuant to the 2014 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the
fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date.
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The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
PFENEX INC.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers additional shares of the common stock of Pfenex Inc. (the “Registrant”) to be issued pursuant
to the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”). Accordingly, the contents of (i) the previous Registration Statement on Form
S-8
filed by the Registrant with the
Securities and Exchange Commission (the “Commission”) on July 28, 2014 (File
No. 333-197672),
(ii) the previous Registration Statement on Form
S-8
filed by the Registrant with the Commission on March 20, 2015 (File
No. 333-202903),
(iii) the previous Registration Statement on Form
S-8
filed by the Registrant with the Commission on March 16, 2016 (File
No. 333-210241),
and (iv) the previous Registration Statement on Form
S-8
filed by the Registrant with the Commission on March 16, 2017 (File
No. 333-216745),
(together, the “Previous Forms
S-8”)
are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form
S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form
10-K
for the fiscal year ended December 31,
2017, filed with the Commission on March 15, 2018;
(2) All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and
(3) The description of the Registrant’s common stock contained in the Company’s Registration Statement on Form
8-A
(File
No. 001-36540)
filed with the Commission on July 14, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that 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 filing of such documents;
provided
,
however
, that documents or information deemed to have been
furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form
8-K
be
deemed incorporated herein by reference unless such Form
8-K
expressly provides to the contrary.
Item 8.
Exhibits.
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Indicates management contract or compensatory plan, contract 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 San Diego, State of
California, on March 15, 2018.
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Pfenex, Inc.
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By:
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/s/ Evert B. Schimmelpennink
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Evert B. Schimmelpennink
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Chief Executive Officer, President, Secretary, and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Evert B. Schimmelpennink,
Susan Knudson, and Patricia Lady, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Pfenex Inc.), to sign the Registration Statement on Form
S-8
of
Pfenex Inc., and any or all amendments thereto (including post-effective amendments), 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 requisite and necessary to be done in connection
therewith, as fully for all intents and purposes as they, he, or she might or could do in person, hereby and about the premises hereby ratifying and confirming all that said
attorneys-in-fact
and agent, proxy and agent, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form
S-8
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/ Evert B. Schimmelpennink
Evert B. Schimmelpennink
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Chief Executive Officer, President, Secretary, and Director
(Principal Executive Officer)
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March 15, 2018
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/s/ Susan Knudson
Susan Knudson
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Chief Financial Officer (Principal Financial Officer)
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March 15, 2018
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/s/ Patricia Lady
Patricia Lady
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Chief Accounting Officer (Principal Accounting Officer)
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March 15, 2018
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/s/ Robin D. Campbell
Robin D. Campbell
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Director
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March 15, 2018
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/s/ Dennis M. Fenton
Dennis M. Fenton
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Director
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March 15, 2018
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/s/ Jason Grenfell-Gardner
Jason Grenfell-Gardner
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Chairman and Director
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March 15, 2018
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/s/ Sigurdur Olafsson
Sigurdur Olafsson
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Director
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March 15, 2018
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/s/ Phillip M. Schneider
Phillip M. Schneider
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Director
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March 15, 2018
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/s/ John M. Taylor
John M. Taylor
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Director
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March 15, 2018
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