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 of Principal Executive Offices) | (Zip Code) | |
2020 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
(Name and address of agent for service)
(425) 936-6847
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Thomas Fraser
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, 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.
| 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. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Securities to Be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Offering Price (2) |
Amount of Registration Fee | ||||
| Common Stock, par value $.001 |
5,000,000 | $2.08 | $10,400,000 | $1,134.64 | ||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s Common Stock that may become issuable under the plan described herein as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s outstanding Common Stock. |
| (2) | 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 October 5, 2020, which date is within five business days prior to filing this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement has been filed to register 5,000,000 additional shares of common stock to be offered pursuant to the 2020 MicroVision, Inc. Incentive Plan, which amends, restates and renames the 2013 MicroVision, Inc. Incentive Plan (as so amended, restated and renamed, the “Plan”). 12,300,000 shares of common stock were previously registered for issuance pursuant to the 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, 333-197058, 333-205930, 333-214388, 333-219673 and 333-232744.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See the Exhibit Index on the following page.
EXHIBIT INDEX
| (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 Amendment No. 2 to Form S-1 Registration Statement, Registration No. 333-222857. |
| (4) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 9, 2020. |
| (5) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on November 27, 2013. |
| (6) | Incorporated by reference to the Company’s Post-Effective Amendment to Form S-3 Registration Statement, Registration No. 333-102244. |
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 9th day of October, 2020.
| 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 9th day of October, 2020.
| Signature |
Title |
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| /s/ Sumit Sharma |
Chief Executive Officer and Director | |||
| Sumit Sharma | (Principal Executive Officer) | |||
| /s/ Stephen P. Holt |
Chief Financial Officer | |||
| Stephen P. Holt | (Principal Financial Officer and Principal Accounting Officer) | |||
| * |
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| Simon Biddiscombe | Director | |||
| * |
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| Robert P. Carlile | Director | |||
| * |
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| Yalon Farhi | Director | |||
| * |
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| Mark Spitzer | Director | |||
| * |
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| Bernee D.L. Strom | Director | |||
| * |
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| Brian Turner | Director | |||
| *By: | /s/ David J. Westgor | |
| Attorney-in-Fact |