Securities Registration: Employee Benefit Plan (s-8)
12 Mars 2013 - 11:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 11, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alphatec Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
20-2463898
(I.R.S. Employer Identification No.)
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
Amended and
Restated Alphatec Holdings, Inc. 2005
Employee, Director and Consultant Stock Plan
(Full Title of the Plan)
Ebun S.
Garner, Esq.
General Counsel and SVP
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(Name and Address of Agent for Service)
(760) 431-9286
(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 definitions of large accelerated
filer, accelerated filer and smaller reporting 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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x
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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 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
(3)
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Common Stock, par value $0.0001 per
share
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2,506,626 shares
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$1.79
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$4,486,860.54
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$612.01
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1,093,374 shares
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$2.03
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$2,219,549.22
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$302.75
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3,600,000 shares
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$6,706,409.76
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$914.76
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(1)
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The number of shares of common stock, par value $0.0001 per share (Common Stock), stated above consists of the aggregate number of additional shares not
previously registered (i) which may be issued upon the exercise of options which have been granted under the Amended and Restated Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the 2005 Plan) (2,506,626
shares); and (ii) which may hereafter be issued under the 2005 Plan (1,093,374 shares). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers
such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.
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(2)
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This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h)(1) under the Securities Act
as follows: (i) in the case of shares of Common Stock which may be issued upon exercise of outstanding options, the fee is calculated on the basis of the price at which the options may be exercised; and (ii) in the case of shares of Common
Stock to be issued in connection with equity awards that have not yet been granted, the fee is calculated on the basis of the average of the high and low sale prices of the Common Stock as reported on The NASDAQ Global Market as of a date (March 5,
2013) within five business days prior to filing this Registration Statement.
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(3)
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Calculated pursuant to Section 6(b) of the Securities Act.
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EXPLANATORY NOTE
This Registration Statement registers an aggregate of 3,600,000 additional shares of the Registrants common stock reserved under
the Amended and Restated Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the 2005 Plan) by operation of the 2005 Plans evergreen provision. This Registration Statement registers additional
securities under the 2005 Plan that were previously registered by the Registrant on a registration statement filed on Form S-8 (SEC File No. 333-144293) that remains effective. Except with respect to Item 5 of Part II below, the
information contained in the Registrants registration statement on Form S-8 (SEC File No. 333-144293) filed with the Securities and Exchange Commission on July 2, 2007 is hereby incorporated by reference pursuant to General
Instruction E to Form S-8.
PART II
Item 5.
Interests of Named Experts and Counsel
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The validity of the issuance of the
shares of common stock registered under this Registration Statement has been passed upon for the Registrant by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., (Mintz Levin). Mintz Levin and members of that firm, their families and
trusts for their benefit own no shares of common stock of the Registrant, although a member of Mintz Levin owns an aggregate of 16.25 common units in HealthpointCapital, LLC, which has an ownership interest in HGP, LLC and HGP II, LLC, which are the
general partners of HealthpointCapital Partners, L.P. and HealthpointCapital Partners II, L.P., respectively. HealthpointCapital, LLC and its affiliates hold approximately 31,992,738 shares or 33.08% of the outstanding common stock of the Registrant
as disclosed in their most recent Form 4 filings.
Item 8.
Exhibits
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Exhibit
No.
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Description of Exhibit
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
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23.2
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Consent of Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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99.1
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Amended and Restated Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan, as amended by the First Amendment thereto effective as of January 1,
2008
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-2-
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 Carlsbad, State of California, on March 11, 2013.
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ALPHATEC HOLDINGS, INC.
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By:
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/s/ LESLIE H. CROSS
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Leslie H. Cross
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Alphatec Holdings, Inc. (the
Company
), hereby severally constitute and
appoint Leslie H. Cross, Michael ONeill and Ebun S. Garner, Esq., and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below,
any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to
enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated:
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Signature
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Title(s)
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Date
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/s/ LESLIE H. CROSS
Leslie H. Cross
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Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
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March 11, 2013
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/s/ MICHAEL ONEILL
Michael ONeill
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Chief Financial Officer, Vice President and
Treasurer (Principal Financial Officer and Principal Accounting Officer)
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March 11, 2013
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/s/ MORTIMER BERKOWITZ III
Mortimer Berkowitz III
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Chairman of the Executive Committee of the
Board of Directors
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March 11, 2013
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/s/ ROHIT M. DESAI
Rohit M. Desai
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Director
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March 11, 2013
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/s/ JOHN H. FOSTER
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Director
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March 11, 2013
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John H. Foster
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/s/ JAMES R. GLYNN
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Director
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March 11, 2013
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James R. Glynn
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/s/ LUKE T. FAULSTICK
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Director
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March 11, 2013
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Luke T. Faulstick
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/s/ SIRI S. MARSHALL
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Director
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March 11, 2013
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Siri S. Marshall
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/s/ R. IAN MOLSON
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Director
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March 11, 2013
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R. Ian Molson
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/s/ STEPHEN E. ONEIL
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Director
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March 11, 2013
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Stephen E. ONeil
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Alphatec Holdings, Inc.
INDEX TO EXHIBITS FILED WITH FORM S-8 REGISTRATION STATEMENT
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Exhibit
No.
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Description of Exhibit
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1)
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23.2
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Consent of Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (included as part of the signature page of this Registration Statement)
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99.1
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Amended and Restated Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan, as amended by the First Amendment thereto effective as of January 1,
2008
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