Securities Registration: Employee Benefit Plan (s-8)
25 August 2017 - 6:04AM
Edgar (US Regulatory)
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ORASURE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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36-4370966
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(State or Other Jurisdiction of Incorporation
or Organization)
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(IRS Employer
Identification No.)
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220 East First Street
Bethlehem, Pennsylvania
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18015
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(Address of Principal Executive Offices)
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(Zip Code)
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ORASURE TECHNOLOGIES, INC. STOCK AWARD PLAN
(Full Title of the Plan)
Jack E. Jerrett
Senior Vice President, General Counsel and Secretary
OraSure Technologies, Inc.
220 East First Street
Bethlehem, Pennsylvania 18015
Telephone (610)
882-1820
(Name, Address, and Telephone Number of Agent for Service)
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 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 (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, par value $.000001 per share and options and
other rights related thereto
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3,000,000
(3)
shares
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$20.53
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$60,900,000.00
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$7,058.00
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalization or certain other capital adjustments.
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(2)
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Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for purposes of calculating the registration fee, based upon the average of the high and low sales prices of the Common Stock as reported on the
NASDAQ Global Market on August 21, 2017.
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(3)
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Represents the additional shares of Common Stock subject to future grants under the OraSure Technologies, Inc. Stock Award Plan, as amended and restated effective as of February 21, 2017.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Note
This
Registration Statement is filed solely to reflect an increase of 3,000,000 shares of the Registrants common stock, par value $0.000001 per share (the Common Stock), reserved for the OraSure Technologies, Inc. Stock Award Plan, as
amended and restated effective as of February 21, 2017 (the Plan). Currently, 1,627,471 shares of Common Stock are registered for issuance under the Plan. Except as noted below, in accordance with General Instruction E to Form
S-8,
the contents of Registration Statement
No. 333-50340
filed on November 11, 2000, the Post Effective Amendments thereto filed on June 27, 2001 and
February 14, 2002, Registration Statement
No. 333-102235
filed December 27, 2002, Registration Statement
No. 333-118385
filed August 20, 2004,
Registration Statement
No. 333-138814
filed November 17, 2006, Registration Statement
No. 333-151077
filed May 21, 2008, Registration Statement
No. 333-176315
filed August 15, 2011 and Registration Statement
No. 333-198237
filed August 19, 2014 are incorporated herein by reference.
Item 5.
Interests of Named Experts and Counsel
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An opinion stating that the Common Stock registered hereunder, when sold and delivered in accordance with the provisions of the Plan and the
terms of any applicable grant, will be validly issued, fully paid and nonassessable, has been rendered to the Company by Jack E. Jerrett, Senior Vice President and General Counsel of the Company. Mr. Jerrett owns 35,187 restricted shares of
Common Stock under the Plan, and holds options to purchase 20,057 shares of Common Stock under the Plan. Mr. Jerrett is also eligible to receive future awards under the Plan.
Item 8.
Exhibits
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The
Index to Exhibits listing the exhibits required by Item 601 of Regulation
S-K
immediately follows the signature page of this Registration Statement.
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SIGNATURES
The Registrant
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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 Bethlehem, Commonwealth of Pennsylvania, on this 24
th
day of August, 2017.
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OraSure Technologies, Inc.
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(Registrant)
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By:
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/s/ Ronald H. Spair
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Ronald H. Spair
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Chief Financial Officer, Chief Operating Officer and Director
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
by the following persons in the capacities indicated as of this 24
th
day of August, 2017.
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Signature
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Title
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(1) Principal Executive Officer
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/s/ Douglas A.
Michels
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Douglas A. Michels
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President, Chief Executive Officer and
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Director
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(2) Principal Financial Officer
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/s/ Ronald H.
Spair
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Ronald H. Spair
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Chief Financial Officer, Chief Operating
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Officer and Director
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(3) Principal Accounting Officer
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/s/ Mark L.
Kuna
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Mark L. Kuna
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Senior Vice President, Finance and Controller
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(4) The following members of the Board of
Directors:
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* MICHAEL CELANO
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Director
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* RONNY B. LANCASTER
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Director
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* MARA G. ASPINALL
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Director
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* CHARLES W. PATRICK
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Director
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* EAMONN P. HOBBS
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Director
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* STEPHEN S. TANG, PH.D.
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Director
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*By
/s/ Jack E.
Jerrett
Jack E. Jerrett
Attorney-in-fact
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INDEX TO EXHIBITS
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4.1
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Specimen certificate representing shares of OraSure Technologies, Inc. $.000001 par value Common Stock is incorporated by reference to Exhibit 4.1 to the Companys Registration Statement on Form
S-4
(No.
333-39210).
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5
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Opinion of Jack E. Jerrett, Senior Vice President and General Counsel of OraSure Technologies,
Inc.
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23.1
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Jack E. Jerrett (included in Exhibit 5).
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24
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Power of Attorney.
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99.1
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OraSure Technologies, Inc. Stock Award Plan, as amended and restated effective as of February 21, 2017, is incorporated by reference to Exhibit A to the Companys Definitive Proxy Statement filed April 5,
2017.
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