Securities Registration: Employee Benefit Plan (s-8)
May 20 2013 - 4:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 20, 2013
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
MEDGENICS, INC.
(Exact Name of Registrant as Specified in
Its Charter)
___________________
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Delaware
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98-0217544
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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555 California Street, Suite 365
San Francisco, California 94104
(Address, Including Zip Code, of Principal
Executive Offices)
___________________
Medgenics, Inc. Stock Incentive Plan
(Full Title of the Plan)
___________________
Andrew L. Pearlman
President and Chief Executive Officer
Medgenics, Inc.
555 California Street, Suite 365
San Francisco, California 94104
(Name and Address of Agent for Service)
(415) 568-2245
(Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
Gretchen Anne Trofa, Esq.
Barack Ferrazzano Kirschbaum & Nagelberg
LLP
200 West Madison Street, Suite 3900
Chicago, Illinois 60606
(312) 984-3100
___________________
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 Securities Exchange Act of 1934, as amended:
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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CALCULATION OF REGISTRATION FEE
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Title of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, par value $0.0001 per share, issuable under the Medgenics, Inc. Stock Incentive Plan
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1,700,000 shares
(2)
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$3.975
(3)
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$6,757,500.00
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$921.73
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers any additional shares of the registrant’s common stock (“Common Stock”)
which become issuable 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 the outstanding shares of the Common Stock.
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(2)
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Represents shares of Common Stock available for future issuance under the Medgenics, Inc. Stock
Incentive Plan, as amended (the “Plan”). The Plan has recently been amended to increase the number of shares of Common
Stock issuable under the Plan. The additional shares of Common Stock issuable under the Plan are being registered by this Registration
Statement.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(c) of the Securities Act based upon a $3.975 per share average of high and low prices of the Common Stock on the NYSE MKT on
May 13, 2013.
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EXPLANATORY NOTE
This Registration Statement relates solely
to the registration of additional securities of the same class as other securities for which a Registration Statement on Form S-8
relating to an employee benefit plan is effective. This Registration Statement is filed for the purpose of registering an additional
1,700,000 shares of common stock, $0.0001 par value (“Common Stock”), of Medgenics, Inc. (the “Company”)
pursuant to the Medgenics, Inc. Stock Incentive Plan, as amended (the “Plan”). This registration of 1,700,000 shares
of Common Stock will increase the number of shares registered for issuance under the Plan to an aggregate of 3,855,802 shares of
Common Stock, subject to adjustment as provided in the Plan. Pursuant to General Instruction E to Form S-8, the contents
of the Registration Statement on Form S-8 registering an aggregate of 2,155,802 shares of Common Stock issuable under the Plan,
filed on August 1, 2012 (File No. 333-182992), are incorporated by reference into this Registration Statement, except as amended
hereby. Pursuant to General Instruction E of Form S-8, all information that has been incorporated by reference from the
earlier Registration Statement on Form S-8 is not repeated in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents filed by the Company
with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), are incorporated by reference in this Registration Statement:
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(a)
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The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (filed on March 14, 2013);
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(b)
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The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (filed on May 9, 2013);
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(c)
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The Company’s Current Reports on Form 8-K filed with the SEC on January 17, 2013, January 30, 2013, February 8, 2013,
March 14, 2013 (except for Item 7.01 and Exhibit 99.1), March 26, 2013 (except for Item 7.01 and Exhibit 99.1), April 17, 2013
and May 1, 2013; and
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(c)
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The description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC
on March 24, 2011.
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All documents subsequently filed by the
Company with the SEC pursuant to Section 13(a), 13(c), 14, or 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 incorporated by reference into this Registration Statement and to be a part thereof from the date of the
filing of such documents, except that the Company is not incorporating, in each case, any documents or information deemed to have
been furnished and not filed in accordance with SEC rules. Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration
Statement and the prospectus which is a part hereof (the “Prospectus”) to the extent that a statement contained herein
or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein
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 or the Prospectus.
See the attached Exhibit Index, which is
incorporated herein by reference.
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 Misgav, Israel, on this 20
th
day of May, 2013.
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MEDGENICS, INC.
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By:
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/s/ Andrew L. Pearlman
Andrew L. Pearlman
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below
hereby severally constitutes and appoints
Andrew L. Pearlman, Phyllis K. Bellin and Sol J. Barer
,
and each of them acting singly, as his or her true and lawful attorney-in-fact and agent, with full and several power of substitution
and resubstitution, to sign for him or her and in his or her name, place and stead, in any and all capacities indicated below,
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 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, as fully
to 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 thereof.
Pursuant to the requirements of the Securities
Act of 1933, the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Andrew L. Pearlman
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President, Chief Executive Officer and Director
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May 20, 2013
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Andrew L. Pearlman
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(Principal Executive Officer)
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/s/ Phyllis K. Bellin
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Vice President Administration, Treasurer and Secretary
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May 20, 2013
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Phyllis K. Bellin
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(Principal Financial and Accounting Officer)
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/s/ Sol J. Barer
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Chairman of the Board of Directors
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May 20, 2013
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Sol J. Barer
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/s/ Eugene A. Bauer
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Director
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May 20, 2013
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Eugene A. Bauer
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/s/ Joel S. Kanter
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Director
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May 20, 2013
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Joel S. Kanter
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/s/ Stephen D. McMurray
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Director
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May 20, 2013
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Stephen D. McMurray
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/s/ Joseph J. Grano, Jr.
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Director
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May 20, 2013
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Joseph J. Grano, Jr.
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/s/ Alastair Clemow
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Director
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May 20, 2013
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Alastair Clemow
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/s/ Isaac Blech
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Director
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May 20, 2013
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Isaac Blech
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EXHIBIT INDEX
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Exhibit No.
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Description
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4.1
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Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).
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4.2
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Certificate of Amendment to Amended and Restated Certificate of Incorporation dated as of June 4, 2009 (previously filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed November 5, 2010 (File No. 333-170425) and incorporated herein by reference).
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4.3
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Certificate of Amendment to Amended and Restated Certificate of Incorporation dated as of February 14, 2011 (previously filed as Exhibit 4.3 to the Company’s Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed July 16, 2012 (File No. 333-170425) and incorporated herein by reference).
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4.4
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Second Amended and Restated By-Laws (previously filed as Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-35112) and incorporated herein by reference).
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4.5
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Specimen Common Stock Certificate (previously filed as Exhibit 4.1 to the Company’s Amendment No. 4 to Registration Statement on Form S-1 filed February 22, 2011
(File No. 333-170425) and incorporated herein by reference).
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4.6
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Medgenics, Inc. Stock Incentive Plan, as amended and restated effective March 5, 2012 (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 5, 2012 (File No. 001-35112) and incorporated herein by reference).
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4.7
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First Amendment of the Medgenics, Inc. Stock Incentive Plan (previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 1, 2013 (File No. 001-35112) and incorporated herein by reference).
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5.1
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Opinion of Barack Ferrazzano Kirschbaum & Nagelberg LLP (filed herewith).
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23.1
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Consent of Kost Forer Gabbay & Kasierer (Ernst & Young) (filed herewith).
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23.2
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Consent of Barack Ferrazzano Kirschbaum & Nagelberg LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on the signature pages hereto).
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