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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pfenex Inc | AMEX:PFNX | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.75 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on March 16, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PFENEX INC.
(Exact name of Registrant as specified in its charter)
Delaware | 27-1356759 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
10790 Roselle Street
San Diego, CA 92121
(858) 352-4400
(Address of principal executive offices, including zip code)
Pfenex Inc. 2014 Equity Incentive Plan
Pfenex Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Patrick K. Lucy
Pfenex Inc.
10790 Roselle Street
San Diego, CA 92121
(858) 352-4400
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Daniel R. Koeppen
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
12235 El Camino Real, Suite 200
San Diego, CA 92130
Telephone: (858) 350-2300
Facsimile: (858) 350-2399
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 the 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 | ☒ | |||
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 (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Pfenex Inc. 2014 Equity Incentive Plan |
585,737 (2) | $6.86 (4) | $4,018,155.82 | $465.70 | ||||
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the Pfenex Inc. 2014 Employee Stock Purchase Plan |
351,442 (3) | $5.84 (5) | $2,052,421.28 | $237.88 | ||||
TOTAL: |
937,179 | $6,070,577.10 | $703.58 | |||||
|
||||||||
|
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the Pfenex Inc. 2014 Equity Incentive Plan ( 2014 Plan ) and the Pfenex Inc. 2014 Employee Stock Purchase Plan ( 2014 ESPP ) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock. |
(2) | Represents 585,737 shares of common stock reserved for issuance pursuant to future awards as a result of the annual evergreen increase under the 2014 Plan. |
(3) | Represents 351,442 shares of common stock reserved for issuance pursuant to future awards as a result of the annual evergreen increase under the 2014 ESPP. |
(4) | Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $6.86, the average of the high and low prices of the Registrants common stock as reported on the NYSE MKT on March 13, 2017. |
(5) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee. Computation based upon 85% (see explanation in following sentence) of $6.86, the average of the high and low prices of the Registrants common stock as reported on the NYSE MKT on March 13, 2017. Pursuant to the 2014 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date. |
PFENEX INC.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers additional shares of the common stock of Pfenex Inc. (the Registrant ) to be issued pursuant to the Registrants 2014 Equity Incentive Plan (the 2014 Plan ) and 2014 Employee Stock Purchase Plan (the 2014 ESPP ). Accordingly, the contents of (i) the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the Commission ) on July 28, 2014 (File No. 333-197672), (ii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on March 20, 2015 (File No. 333- 202903), and (iii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on March 16, 2016 (File No. 333- 210241) (together, the Previous Forms S-8 ) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) | The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 15, 2017; |
(2) | All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), since the end of the fiscal year covered by the Registrants Annual Report referred to in (1) above; and |
(3) | The description of the Registrants common stock contained in the Companys Registration Statement on Form 8-A (File No. 001-36540) filed with the Commission on July 14, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided , however , that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. | Exhibits. |
Exhibit Number |
Description |
|
4.1 | Specimen Common Stock Certificate of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on June 23, 2014). | |
4.2 | 2014 Equity Incentive Plan and related form agreements, (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on July 17, 2014). |
Exhibit Number |
Description |
|
4.3 | 2014 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on July 7, 2014). | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |
23.2 | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm. | |
23.3
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). | |
24.1 | Power of Attorney (contained on signature page hereto). |
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 San Diego, State of California, on March 16, 2017.
Pfenex Inc. | ||
By: |
/s/ Patrick K. Lucy |
|
Patrick K. Lucy | ||
Interim President, Chief Executive Officer and Secretary , and Chief Business Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick K. Lucy, Paul A. Wagner, and Patricia Lady, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Pfenex Inc., and any or all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, proxy and agent, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ Patrick K. Lucy Patrick K. Lucy |
Interim President, Chief Executive Officer and Secretary, and Chief Business Officer (Principal Executive Officer) |
March 16, 2017
|
||
/s/ Paul A. Wagner Paul A. Wagner |
Chief Financial Officer (Principal Financial Officer) |
March 16, 2017
|
||
/s/ Patricia Lady Patricia Lady |
Chief Accounting Officer (Principal Accounting Officer) |
March 16, 2017
|
||
/s/ Robin D. Campbell Robin D. Campbell |
Director
|
March 16, 2017
|
||
/s/ John M. Taylor John M. Taylor |
Director
|
March 16, 2017
|
||
/s/ Dennis M. Fenton Dennis M. Fenton |
Director
|
March 16, 2017
|
||
/s/ William R. Rohn William R. Rohn |
Chairman and Director
|
March 16, 2017
|
||
/s/ Phillip M. Schneider Phillip M. Schneider |
Director
|
March 16, 2017
|
EXHIBIT INDEX
Exhibit Number |
Description |
|
4.1 | Specimen Common Stock Certificate of the Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on June 23, 2014). | |
4.2 | 2014 Equity Incentive Plan and related form agreements, (which is incorporated herein by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on July 17, 2014). | |
4.3 | 2014 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.3 to the Registrants Registration Statement on Form S-1/A (Registration No. 333-196539), filed with the Commission on July 7, 2014). | |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
23.1 | Consent of KMPG LLP, Independent Registered Public Accounting Firm. | |
23.2 | Consent of Haskell & White LLP, Independent Registered Public Accounting Firm. | |
23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). | |
24.1 | Power of Attorney (contained on signature page hereto). |
1 Year Pfenex Chart |
1 Month Pfenex Chart |
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