As filed with the Securities and Exchange Commission on March 17, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VOCERA COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3354663 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Vocera Communications, Inc.
525 Race Street
San Jose, CA 95126
(408) 882-5100
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
(Full title of the plans)
Brent D. Lang
President and Chief Executive Officer
Vocera Communications, Inc.
525 Race Street
San Jose, CA 95126
(408) 882-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Daniel J. Winnike, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
| Large Accelerated Filer | ¨ | Accelerated Filer | x | |||
| Non-accelerated Filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.0003 par value |
||||||||
| — To be issued under the 2012 Equity Incentive Plan |
1,248,357(2) | $16.39(3) | $20,460,572 | $2,636 | ||||
| — To be issued under the 2012 Employee Stock Purchase Plan |
249,671(4) | $13.93(5) | $3,478,292 | $449 | ||||
| Total |
1,498,028 | $23,938,864 | $3,085 | |||||
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| (1) | Pursuant to Rule 416(a) under 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 become issuable under the Registrant’s 2012 Equity Incentive Plan (the “EIP”) or 2012 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| (2) | Represents an automatic increase to the number of shares available for issuance under the EIP effective January 1, 2014. |
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 11, 2014. |
| (4) | Represents an automatic increase to the number of shares available for issuance under the ESPP effective January 1, 2014. |
| (5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 11, 2014, multiplied by 85%. The purchase price of a share for purchasers under the Registrant’s 2012 ESPP is 85% of the fair market value of the Registrant’s common stock. |
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Vocera Communications, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 to register additional shares of the Registrant’s common stock under the Registrant’s 2012 Equity Incentive Plan (the “EIP”). The number of shares of the Registrant’s common stock available for grant and issuance under the EIP is subject to an annual increase on January 1 of each of the calendar years 2013 through 2016 by an amount equal to five percent (5%) of the number of shares of the Registrant’s common stock issued and outstanding on each December 31 immediately prior to the date of increase, unless the Registrant’s board of directors, in its discretion, determines to make a smaller increase (the provision of the EIP allowing for this annual increase is referred to as the “EIP Evergreen Provision”). On January 1, 2014, the number of shares of the Registrant’s common stock available for grant and issuance under the EIP increased by 1,248,357 shares. This Registration Statement registers these additional 1,248,357 shares of the Registrant’s common stock, which were available for grant and issuance under the EIP pursuant to the EIP Evergreen Provision as of January 1, 2014.
Additionally, this Registration Statement registers additional shares of the Registrant’s common stock under the Registrant’s 2012 Employee Stock Purchase Plan (the “ESPP”). The number of shares of the Registrant’s common stock reserved for issuance under the ESPP is subject to an annual increase on January 1 of each of the first ten calendar years after March 27, 2012 by the number of shares equal to one percent (1%) of the number of shares of the Registrant’s common stock issued and outstanding on each December 31 immediately prior to the date of increase (the provision of the ESPP allowing for this annual increase is referred to as the “ESPP Evergreen Provision”). On January 1, 2014, the number of shares of the Registrant’s common stock reserved and available for issuance under the ESPP increased by 249,671 shares. This Registration Statement registers these additional 249,671 shares of the Registrant’s common stock, which were reserved and available for issuance under the ESPP pursuant to the ESPP Evergreen Provision as of January 1, 2014.
The additional shares are of the same class as other securities relating to the EIP and ESPP for which the Registrant’s registration statement filed on Form S-8 (SEC File No. 333-180417) on March 28, 2012 is effective. The contents of the Registrant’s registration statement on Form S-8 filed with the SEC on March 28, 2012 (File No. 333-180417) and February 22, 2013 (File No. 333-186818) are hereby incorporated by reference.
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) | The Registrant’s Annual Report on Form 10-K (File No. 001-35469) filed with the Commission on March 17, 2014. |
| (b) | The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-35469) filed with the Commission on March 22, 2012 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
The following exhibits are filed herewith:
| Exhibit Number |
Incorporated by Reference | Filed Herewith | ||||||||||||||||||
| Exhibit Description |
Form | File No. | Exhibit | Filing Date | ||||||||||||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant | S-1 | 333-183546 | 3.01 | 8/24/12 | |||||||||||||||
| 4.2 | Restated Bylaws of the Registrant | 8-K | 333-35469 | 3.1 | 7/30/13 | |||||||||||||||
| 5.1 | Opinion of Fenwick & West LLP | X | ||||||||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | X | ||||||||||||||||||
| 23.3 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | X | ||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page to this Registration Statement) | X | ||||||||||||||||||
| 99.1 | 2012 Employee Stock Purchase Plan | S-1 | 333-175932 | 10.04 | 3/13/2012 | |||||||||||||||
| 99.2 | 2012 Equity Incentive Plan and forms of equity award agreements | S-1 | 333-175932 | 10.05 | 3/13/2012 | |||||||||||||||
II-2
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 Jose, State of California, on March 17, 2014.
| VOCERA COMMUNICATIONS, INC. | ||
| By: | /s/ Brent D. Lang | |
| Brent D. Lang | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brent D. Lang, William R. Zerella and Jay M. Spitzen, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Brent D. Lang |
President and Chief Executive Officer | March 17, 2014 | ||
| Brent D. Lang |
(Principal Executive Officer) | |||
| /s/ William R. Zerella |
Chief Financial Officer | March 17, 2014 | ||
| William R. Zerella |
(Principal Accounting and Financial Officer) | |||
| /s/ Robert J. Zollars |
Executive Chairman | March 17, 2014 | ||
| Robert J. Zollars |
||||
| /s/ Brian D. Ascher |
Director | March 17, 2014 | ||
| Brian D. Ascher |
||||
| /s/ John B. Grotting |
Director | March 17, 2014 | ||
| John B. Grotting |
||||
| /s/ Jeffrey H. Hillebrand |
Director | March 17, 2014 | ||
| Jeffrey H. Hillebrand |
||||
| /s/ Howard E. Janzen |
Director | March 17, 2014 | ||
| Howard E. Janzen |
||||
| /s/ John N. McMullen |
Director | March 17, 2014 | ||
| John N. McMullen |
||||
| /s/ Hany M. Nada |
Director | March 17, 2014 | ||
| Hany M. Nada |
||||
| /s/ Sharon L. O’Keefe |
Director | March 17, 2014 | ||
| Sharon L. O’Keefe |
||||
II-3
EXHIBIT INDEX
| Exhibit Number |
Incorporated by Reference | Filed | ||||||||||||||||||
| Exhibit Description |
Form | File No. | Exhibit | Filing Date | Herewith | |||||||||||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant | S-1 | 333-183546 | 3.01 | 8/24/12 | |||||||||||||||
| 4.2 | Restated Bylaws of the Registrant | 8-K | 333-35469 | 3.1 | 7/30/13 | |||||||||||||||
| 5.1 | Opinion of Fenwick & West LLP | X | ||||||||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | X | ||||||||||||||||||
| 23.3 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | X | ||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page to this Registration Statement) | X | ||||||||||||||||||
| 99.1 | 2012 Employee Stock Purchase Plan | S-1 | 333-175932 | 10.04 | 3/13/2012 | |||||||||||||||
| 99.2 | 2012 Equity Incentive Plan and forms of equity award agreements | S-1 | 333-175932 | 10.05 | 3/13/2012 | |||||||||||||||