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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Mako Surgical Corp. (MM) | NASDAQ:MAKO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.99 | 0 | 01:00:00 |
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
20-1901148
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer x | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE | ||||||||||||||||||||
Proposed | Proposed | |||||||||||||||||||
Maximum | Maximum | |||||||||||||||||||
Title Of | Amount | Offering | Aggregate | Amount Of | ||||||||||||||||
Securities | To Be | Price | Offering | Registration | ||||||||||||||||
To Be Registered | Registered(1) | Per Unit | Price | Fee | ||||||||||||||||
Common
Stock, par value $0.001 per share
|
871,483 | (2) | $9.45(3) | $ | 8,235,514.35 | $ | 323.66 | |||||||||||||
Common Stock, par value $0.001 per share
|
213,220 | (4) | $9.30(5) | $ | 1,982,946.00 | $ | 77.93 | |||||||||||||
Common
Stock, par value $0.001 per share
|
625,000 | (6) | $9.45(3) | $ | 5,906,250.00 | $ | 232.12 | |||||||||||||
Common Stock, par value $0.001 per share
|
1,906,624 | (7) | $4.81(8) | $ | 9,170,861.44 | $ | 360.41 | |||||||||||||
Total
|
3,616,327 | $ | 25,295,571.79 | $ | 994.12 | |||||||||||||||
(1) | This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the prospectus of the above-named plans and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), any additional shares of Common Stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. | |
(2) | Represents 871,483 shares of Common Stock reserved for issuance under the MAKO Surgical Corp. 2008 Omnibus Incentive Plan. | |
(3) | Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on February 22, 2008, as reported on the NASDAQ Global Market. | |
(4) | Represents 213,220 shares of Common Stock reserved for issuance upon exercise of outstanding options granted under the MAKO Surgical Corp. 2008 Omnibus Incentive Plan. | |
(5) | Pursuant to Rule 457(h) and (c), calculated on the basis of the average of the weighted average exercise price of outstanding options to purchase shares of Common Stock under the MAKO Surgical Corp. 2008 Omnibus Incentive Plan. | |
(6) | Represents 625,000 shares of Common Stock reserved for issuance under the MAKO Surgical Corp. 2008 Employee Stock Purchase Plan. | |
(7) | Represents 1,906,624 shares of Common Stock reserved for issuance upon exercise of outstanding options granted under the MAKO Surgical Corp. 2004 Stock Incentive Plan. No further option grants will be made under the 2004 Stock Incentive Plan. | |
(8) | Pursuant to Rule 457(h) and (c), calculated on the basis of the average of the weighted average exercise price of outstanding options to purchase shares of Common Stock under the MAKO Surgical Corp. 2004 Stock Incentive Plan. |
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SECTION 10(a) PROSPECTUS
(a) | the final prospectus of the Company filed pursuant to Rule 424(b) under the Securities Act in connection with the Registration Statement on Form S-1 (File No. 333-146162), filed with the SEC on February 14, 2008; and | ||
(b) | the description of the common stock, par value $0.001 per share (the Common Stock), of the Company contained in the Companys Registration Statement on Form 8-A, filed on February 14, 2008 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and all amendments or reports filed for the purpose of updating such description. |
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transaction from which the director derives an improper personal benefit,
act or omission not in good faith or that involves intentional misconduct or
a knowing violation of law,
unlawful payment of dividends or redemption of shares, or
breach of a directors duty of loyalty to the corporation or its stockholders.
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(b) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement. | ||
(c) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
provided , however , that paragraphs (1)(a) and (1)(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(4) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(5) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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MAKO SURGICAL CORP
.
By:
/s/
Maurice R. Ferré
Maurice R. Ferré
President, Chief Executive Officer and Chairman
(Principal
Executive Officer)
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Signature
Title
Date
/s/ Maurice R. Ferré
President, Chief
Executive Officer and
Chairman (Principal
Executive Officer)
February 28, 2008
/s/ Fritz L. LaPorte
Senior Vice President
of Finance and
Administration, Chief
Financial Officer and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
February 28, 2008
/s/ S. Morry Blumenfeld
Director
February 28, 2008
/s/ Gerald A. Brunk
Director
February 28, 2008
/s/ Marcelo G. Chao
Director
February 28, 2008
/s/ Christopher C. Dewey
Director
February 28, 2008
/s/ Charles W. Federico
Director
February 28, 2008
/s/ Frederic H. Moll
Director
February 28, 2008
/s/ Michael P. Stansky
Director
February 28, 2008
Exhibit
Number
Description
Opinion of Hogan & Hartson L.L.P.
Consent of Ernst & Young LLP
Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
Power of Attorney (included in this Registration Statement under Signatures)
MAKO Surgical Corp. 2008 Omnibus Incentive Plan (incorporated herein by reference to Exhibit
10.3 of Amendment No. 4 to the Registration Statement on Form S-1/A filed by MAKO Surgical
Corp., File No. 333-146162, on January 31, 2008)
MAKO Surgical Corp. 2008 Employee Stock Purchase Plan (incorporated herein by reference to
Exhibit 10.4 of Amendment No. 4 to the Registration Statement on Form S-1/A filed by MAKO
Surgical Corp., File No. 333-146162, on January 31, 2008)
MAKO Surgical Corp. 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit
10.2 of Amendment No. 4 to the Registration Statement on Form S-1/A filed by MAKO Surgical
Corp., File No. 333-146162, on January 31, 2008)
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