Securities Registration: Employee Benefit Plan (s-8)
March 04 2021 - 4:38PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on March 4, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Everspin Technologies,
Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of
incorporation or organization)
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26-2640654
(I.R.S. Employer
Identification Number)
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5670 W. Chandler Blvd.,
Suite 100
Chandler, Arizona 85226
(Address of principal executive offices, including zip code)
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Everspin Technologies,
Inc. 2016 Equity Incentive Plan
Everspin Technologies,
Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
Daniel Berenbaum
Chief Financial Officer
Everspin Technologies, Inc.
5670 W. Chandler Blvd., Suite 100
Chandler, Arizona 85224
(480) 347-1111
(Name, address and telephone
number, including area code, of agent for service)
With a copy to:
Daniel M. Mahoney
Joshua Schneiderman
Snell & Wilmer L.L.P.
One Arizona Center
400 East Van Buren
Phoenix, AZ 85004
(602) 382-6000
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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Accelerated
filer ¨
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Non-accelerated filer x
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Smaller reporting
company x
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Emerging growth
company x
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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. x
CALCULATION OF REGISTRATION FEE
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 (2)
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Proposed maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Stock, par value $0.0001 per share
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2016 Equity Incentive Plan
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570,946
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$5.70
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$3,254,392
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$355.06
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2016 Employee Stock Purchase Plan
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190,315
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$5.70
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$1,084,796
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$118.35
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761,261
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$4,339,188
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$473.41
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration
statement shall also cover any additional shares of registrant’s common stock, par value $0.0001 per share (“Common
Stock”), that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization,
or other similar transaction effected that results in an increase to the number of outstanding shares of registrant’s common
stock, as applicable.
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(2)
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Estimated solely for the purpose of calculating the amount of
the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share
and the aggregate offering price are based upon the average of the high and low prices of the Common Stock, as reported on The
Nasdaq Global Market on February 26, 2021.
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(3)
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Represents shares of Common Stock that were added to the shares reserved for issuance under the Everspin Technologies, Inc.
2016 Equity Incentive Plan on January 1, 2021, pursuant to an “evergreen” provision contained in such plan.
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(4)
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Represents shares of Common Stock that were added to the shares reserved for issuance under the Everspin Technologies, Inc.
2016 Employee Stock Purchase Plan on January 1, 2021, pursuant to an “evergreen” provision contained in such plan.
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EXPLANATORY NOTE
Everspin Technologies, Inc. (the “Registrant”)
is filing this Registration Statement on Form S-8 for the purpose of registering (a) an additional 570,946 shares of the Registrant’s
common stock, par value $0.0001 per share (“Common Stock”), issuable to eligible persons under the Everspin Technologies,
Inc. 2016 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s
Form S-8 filed on October 7, 2016 (File No. 333-214018), August 14, 2017 (File No. 333-219938), May 23, 2018 (File No. 333-225119),
March 15, 2019 (File No. 333-230349) and March 13, 2020 (File No. 333-237146) (collectively, the “Prior Registration Statements”),
and (b) an additional 190,315 shares of Common Stock issuable to eligible persons under the Everspin Technologies, Inc. 2016 Employee
Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Registration Statements.
Accordingly, pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated
by reference in this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following documents filed by the Registrant
with the Securities and Exchange Commission (the “SEC”) are incorporated by reference into this registration statement:
All other reports and documents subsequently
filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of
this registration statement and prior to the filing of a post-effective amendment to this registration statement, which indicates
that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part of this registration statement from the date of the filing of such reports and 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 purposes of this registration statement to the extent that a statement contained herein or in any subsequently
filed document that 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.
Item 8. Exhibits.
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 Chandler, State of Arizona, on March 4, 2021.
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EVERSPIN TECHNOLOGIES, INC.
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By:
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/s/ Darin Billerbeck
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Name:
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Darin Billerbeck
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Title:
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Interim Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Darin Billerbeck and Daniel Berenbaum, and each one of
them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign 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 SEC,
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 to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his 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 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/ Darin Billerbeck
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Interim Chief Executive Officer and
Executive Chairman of the Board
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March
4, 2021
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Darin Billerbeck
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(Principal Executive Officer)
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/s/ Daniel Berenbaum
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Chief Financial Officer
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March
4, 2021
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Daniel Berenbaum
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(Principal Financial and Accounting Officer)
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/s/ Lawrence G. Finch
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Director
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March
4, 2021
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Lawrence G. Finch
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/s/ Ronald C. Foster
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Director
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March
4, 2021
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Ronald C. Foster
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/s/ Stephen J. Socolof
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Director
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March
4, 2021
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Stephen J. Socolof
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/s/ Peter Hébert
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Director
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March
4, 2021
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Peter Hébert
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/s/ Geoffrey R. Tate
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Director
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March
4, 2021
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Geoffrey R. Tate
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/s/ Mike Gustafson
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Director
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March
4, 2021
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Mike Gustafson
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/s/ Geoff Ribar
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Director
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March
4, 2021
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Geoff Ribar
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