As Filed With the Securities and Exchange Commission on February 24, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S‑8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Tandem Diabetes Care, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
20-4327508 |
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(State or other jurisdiction of |
(I.R.S. Employer |
11045 Roselle Street
San Diego, California 92121
(Address of principal executive offices)
2013 Stock Incentive Plan
2013 Employee Stock Purchase Plan
(Full titles of the Plans)
David B. Berger, Esq.
General Counsel
Tandem Diabetes Care, Inc.
11045 Roselle Street
San Diego, California 92121
(858) 366-6900
(Name and address of agent for service)
Copies to:
Bruce Feuchter, Esq.
Ryan C. Wilkins, Esq.
Stradling Yocca Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be |
Amount to be Registered (1) |
Proposed Maximum Offering |
Proposed Maximum |
Amount of Registration Fee |
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Common Stock, par value $0.001 per share |
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To be issued under the 2013 Stock Incentive Plan |
946,189 (2) |
$13.51 (3) |
$12,783,013.39 |
$1,485.39 |
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To be issued under the 2013 Employee Stock Purchase Plan |
465,803 (4) |
$11.48 (5) |
$5,347,418.44 |
$621.37 |
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Total |
1,411,992 |
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$18,130,431.83 |
$2,106.76 |
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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 Common Stock that become issuable under the registrant’s 2013 Stock Incentive Plan (the “2013 Plan”) and 2013 Employee Stock Purchase Plan (the “2013 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
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(2) |
Represents an automatic increase to the number of shares available for issuance under the 2013 Plan effective January 1, 2015. Shares available for issuance under the 2013 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2013 (Registration No. 333-192406). |
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(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and low prices of the registrant’s Common Stock as reported on the NASDAQ Global Market on February 19, 2015. |
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(4) |
Represents an automatic increase to the number of shares available for issuance under the 2013 ESPP effective January 1, 2014 and January 1, 2015. Shares available for issuance under the 2013 ESPP were previously registered on a registration statement on Form S-8 filed with the SEC on November 19, 2013 (Registration No. 333-192406). |
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(5) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act on the basis of the average of the high and low prices of the registrant’s Common Stock as reported on the NASDAQ Global Market on February 19, 2015 multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2013 ESPP. |
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EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
Tandem Diabetes Care, Inc. is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 946,189 additional shares of Common Stock under the 2013 Plan and 465,803 additional shares of Common Stock under the 2013 ESPP, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registrant's registration statement on Form S-8 filed with the SEC on November 19, 2013 (Registration No. 333-192406).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 San Diego, California on February 24, 2015.
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Tandem Diabetes Care, Inc. |
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By: |
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/S/ Kim D. Blickenstaff |
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Kim D. Blickenstaff |
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President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Kim D. Blickenstaff, John Cajigas and David B. Berger, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, 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 to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or 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.
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Signature |
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Date |
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/s/ Kim D. Blickenstaff Kim D. Blickenstaff |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 24, 2015 |
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/s/ John Cajigas John Cajigas |
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
February 24, 2015 |
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/s/ Lonnie M. Smith Lonnie M. Smith |
Director |
February 19, 2015 |
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/s/ Dick P. Allen Dick P. Allen |
Director |
February 24, 2015 |
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/s/ Edward L. Cahill Edward L. Cahill |
Director |
February 24, 2015 |
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/s/ Fred E. Cohen Fred E. Cohen |
Director |
February 24, 2015 |
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/s/ Howard E. Greene, Jr. Howard E. Greene, Jr. |
Director |
February 24, 2015 |
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/s/ Douglas A. Roeder Douglas A. Roeder |
Director |
February 21, 2015 |
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/s/ Jesse I. Treu Jesse I. Treu |
Director |
February 24, 2015 |
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/s/ Christopher J. Twomey Christopher J. Twomey |
Director |
February 24, 2015 |
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EXHIBIT INDEX
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Exhibit Number |
Exhibit |
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4.1 |
Specimen Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.2 |
Amended and Restated Certificate of Incorporation of Tandem Diabetes Care, Inc., as currently in effect (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.3 |
Amended and Restated Bylaws of Tandem Diabetes Care, Inc., as currently in effect (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.4 |
Tandem Diabetes Care, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.5 |
Form of Stock Option Agreement under 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.6 |
Form of Stock Option Agreement under 2013 Stock Incentive Plan (Non-Employee Directors) (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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4.7 |
Tandem Diabetes Care, Inc. 2013 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-191601), which was initially filed with the SEC on October 7, 2013). |
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*5.1 |
Opinion of Stradling Yocca Carlson & Rauth, P.C. |
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*23.1 |
Consent of independent registered public accounting firm. |
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*23.2 |
Consent of Stradling Yocca Carlson & Rauth, P.C. (contained in Exhibit 5.1). |
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*24.1 |
Power of Attorney (included in signature page). |
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Filed herewith. |
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