UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MICROVISION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   91-1600822

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

(Address, including Zip Code, of Principal Executive Offices)

2013 MicroVision, Inc. Incentive Plan

(Full title of the plan)

David J. Westgor

Vice President, General Counsel, and Secretary

MicroVision, Inc.

6244 185th Avenue NE, Suite 100

Redmond, WA 98052

(425) 936-6847

(Name, address, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Joel F. Freedman

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

(617) 951-7000

 

 

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. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to Be Registered

  

Amount

to be

Registered

  

Proposed

Maximum
Offering Price

Per Share (1)

  

Proposed

Maximum
Aggregate

Offering Price

   Amount of
Registration Fee

Common Stock, par value $.001

   750,000   $3.24   $2,430,000   $282.37

 

 

(1) Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on July 27, 2015.

 

 

 

EXPLANATORY NOTE

This Registration Statement has been filed to register 750,000 additional shares of common stock to be offered pursuant to the 2013 MicroVision, Inc. Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of the following Registration Statements on Form S-8 filed with the Securities and Exchange Commission: File Nos. 333-89176, 333-42276, 333-71373, 333-19011, 333-163929, 333-173114, 333-184701, 333-189740 and 333-197058.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

See the Exhibit Index following the signature page.

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 Redmond, State of Washington, on the 29th day of July, 2015.

 

MICROVISION, INC.
By:   /s/ David J. Westgor
Name:   David J. Westgor
Title:   Vice President, General Counsel & Secretary

Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 29th day of July, 2015.

 

Signature

   

Title

/s/ Alexander Tokman

Alexander Tokman

   

Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Stephen Holt

Stephen Holt

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

/s/ *

Richard A. Cowell

    Director

/s/ *

Slade Gorton

    Director

/s/ *

Jeanette Horan

    Director

/s/ *

Perry Mulligan

    Director

/s/ *

Brian Turner

    Director

/s/ *

Thomas M. Walker

    Director

*By: /s/ David J. Westgor

Attorney-in-Fact

   

EXHIBIT INDEX

 

Number

   

Title of Exhibit

  4.1    Amended and Restated Certificate of Incorporation of MicroVision, Inc.(1)
  4.2    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc.(2)
  4.3    Bylaws of MicroVision, Inc.(3)
  4.4    2013 MicroVision, Inc. Incentive Plan, as amended.
  4.5    Form of specimen certificate for common stock.(4)
  5.1    Opinion of Ropes & Gray LLP.
23.1    Consent of Independent Registered Public Accounting Firm—Moss Adams LLP.
23.2    Consent of Ropes & Gray LLP (included in Exhibit 5.1).
24.1    Powers of Attorney.

 

(1) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009.
(2) Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 17, 2012.
(3) Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 27, 2013.
(4) Incorporated by reference to the Company’s Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-102244), filed on December 24, 2003.