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As filed with the Securities and Exchange Commission on June, 14, 2024 Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ITERIS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 95-2588496 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1250 Capital of Texas Hwy., Bldg. 1, Suite 330 Austin, TX 78746
(Address of principal executive offices) (Zip code)
Iteris, Inc. 2007 Omnibus Incentive Plan (Amended and Restated as of July 2015)
(Full title of the plan)
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Kerry A. Shiba Senior Vice President and Chief Financial Officer, Treasurer and Secretary Iteris, Inc. 1250 Capital of Texas Hwy., Bldg. 1, Suite 330 Austin, TX 78746 (512) 716-0808
| With a copy to: Donald Reynolds, Esq. Wyrick Robbins Yates & Ponton LLP 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 (919) 781-4000
|
| (Name and address of agent for service)(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, 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 ☐ | | Accelerated filer ☒ |
Non-accelerated filer ☐ | | Smaller reporting company ☒ |
| | Emerging growth company ☐ |
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. ☐
EXPLANATORY NOTE:
This registration statement registers an additional 1,160,677 shares of common stock of Iteris, Inc. (the “Registrant”) to be issued upon the exercise of unexercised options to purchase shares of common stock previously issued under the Iteris, Inc. 2007 Omnibus Incentive Plan (Amended and Restated as of July 2015) (the “2007 Plan”) for which Registration Statements on Form S-8 relating to the 2007 Plan are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following table sets forth the exhibits either filed herewith or incorporated herein by reference:
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| Exhibit Number | | Description | | Reference |
| 4.1 | | | | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K as filed with the Commission on October 15, 2018 |
| 4.2 | | | | Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 as filed with the Commission on August 7, 2018 |
| 5.1 | | | | Filed herewith |
| 23.1 | | | | Filed herewith |
| 23.2 | | | | Filed herewith (included in Exhibit 5.1) |
| 24.1 | | | | Filed herewith (included on the signature page) |
| 99.1 | | | | Appendix A to the Registrant’s Definitive Proxy Statement as filed with the Commission on July 29, 2015 |
| 99.2 | | | | Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the year ended March 31, 2012 as filed with the SEC on June 11, 2012 |
| 107.1 | | | | Filed herewith |
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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas on June 14, 2024.
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| | ITERIS, INC.
(Registrant) |
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| | By | /s/ JOE BERGERA |
| | | Joe Bergera Chief Executive Officer and President (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned officers and directors of the Registrant do hereby constitute and appoint Joe Bergera, Chief Executive Officer and President, and Kerry A. Shiba, Senior Vice President and Chief Financial Officer, Treasurer and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments that said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
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 below.
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| Signature | Title | Date |
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/s/ JOE BERGERA | Chief Executive Officer, President, and Director (Principal Executive Officer) | June 14, 2024 |
| Joe Bergera | | |
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/s/ KERRY A. SHIBA | Senior Vice President and Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) | June 14, 2024 |
| Kerry A. Shiba | | |
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/s/ THOMAS L. THOMAS | Director | June 14, 2024 |
| Thomas L. Thomas | | |
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/s/ GARY HALL | Director | June 14, 2024 |
| Gary Hall | | |
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/s/ GERARD M. MOONEY | Director | June 14, 2024 |
| Gerard M. Mooney | | |
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/s/ LAURA L. SIEGAL | Director | June 14, 2024 |
| Laura L. Siegal | | |
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/s/ KIMBERLY VALENTINE-POSKA | Director | June 14, 2024 |
| Kimberly Valentine-Poska | | |
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/s/ DENNIS W. ZANK | Director | June 14, 2024 |
| Dennis W. Zank | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Iteris, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1-Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common stock, $0.10 par value per share | Rule 457(h)(1) | 1,160,677 (2) | $2.36 (3) | $2,739,197.72 | $147.60 per 1,000,000 | $404.31 |
| Total Offering Amounts | | $2,739,197.72 | | $404.31 |
| Total Fee Offsets | | | | $- |
| Net Fee Due | | | | $404.31 |
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| (1) | | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | | Represents 1,160,677 shares to be issued upon the exercise of unexercised options (the “Options”) to purchase shares of common stock previously issued under the Iteris, Inc. 2007 Omnibus Incentive Plan (as amended and restated as of July 2015) (the “Plan”). |
| (3) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended, and based upon the weighted average exercise price of the Options of $2.36. |
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506
June 14, 2024
Iteris, Inc.
1250 Capital of Texas Hwy.
Bldg. 1, Suite 330
Austin, TX 78746
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 filed on or about the date hereof by Iteris, Inc., a Delaware corporation (the “Registrant”), with the U.S. Securities and Exchange Commission (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,160,677 shares of the Registrant’s common stock, $0.10 par value per share (the “Shares”), to be issued upon the exercise of unexercised options to purchase shares of common stock previously issued under the Iteris, Inc. 2007 Omnibus Incentive Plan (as amended and restated as of July 2015) (the “Plan”). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.
As the Registrant’s legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, in connection with the sale of the Shares pursuant to the Plan.
It is our opinion that, upon completion of the proceedings being taken or contemplated by us, as the Registrant’s counsel, to be taken prior to the issuance of the Shares, the Shares when issued in the manner referred to in the Registration Statement and in accordance with the Plan, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and any amendments thereto.
Sincerely,
/s/ WYRICK ROBBINS YATES & PONTON LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated June 13, 2024, relating to the financial statements of Iteris, Inc. and the effectiveness of Iteris, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Iteris, Inc. for the year ended March 31, 2024.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, CA
June 14, 2024
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