As filed with the Securities and Exchange Commission on November 1, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MICROVISION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1600822 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
6222 185th Avenue NE
Redmond, WA 98052
(Address, including Zip Code, of Principal Executive Offices)
MicroVision, Inc. 2006 Incentive Plan, as amended
(Full title of the plan)
Thomas M. Walker
Vice President, General Counsel and Secretary
6222 185th Avenue NE
Redmond, WA 98052
(425) 936-6847
(Name, address, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Joel F. Freedman
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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 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 | x | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to Be Registered | Amount to be |
Proposed Maximum Per Share (1) |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
| Common Stock, par value $.001 |
700,000 | $2.33 | $1,631,000 | $223 | ||||
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| (1) | Estimated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Market on October 25, 2012. |
EXPLANATORY NOTE
This Registration Statement has been filed to register 700,000 additional shares of common stock to be offered pursuant to the MicroVision, Inc. 2006 Incentive Plan, as amended (the “Incentive Plan”). Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of the following Registration Statements on Form S-8 filed with the Securities and Exchange Commission: File Nos. 333-89176, 333-42276, 333-71373, 333-19011, 333-163929 and 333-173114.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See the Exhibit Index following the signature page.
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 Redmond, State of Washington, on the 1st day of November, 2012.
| MICROVISION, INC. | ||
| By: | /s/ Thomas M. Walker | |
| Name: | Thomas M. Walker | |
| Title: | Vice President, General Counsel & Secretary | |
Pursuant to the requirement of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 1st day of November, 2012.
| Signature |
Title | |
| /s/ Alexander Tokman Alexander Tokman |
Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Jeff T. Wilson Jeff T. Wilson |
Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) | |
| /s/ * Richard A. Cowell |
Director | |
| /s/ * Slade Gorton |
Director | |
| /s/ * Jeanette Horan |
Director | |
| /s/ * Perry Mulligan |
Director | |
| /s/ * Brian Turner |
Director | |
| *By: /s/ Thomas M. Walker Attorney-in-Fact |
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EXHIBIT INDEX
| Number |
Title of Exhibit | |
| 4.1 | Amended and Restated Certificate of Incorporation of MicroVision, Inc.(1) | |
| 4.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of MicroVision, Inc.(2) | |
| 4.3 | Bylaws of MicroVision, Inc.(3) | |
| 4.4 | MicroVision, Inc. 2006 Incentive Plan, as amended.(4) | |
| 4.5 | Form of specimen certificate for common stock. (3) | |
| 5.1 | Opinion of Ropes & Gray LLP. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Ropes & Gray LLP (included in Exhibit 5.1). | |
| 24.1 | Powers of Attorney. | |
| (1) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009. |
| (2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 17, 2012. |
| (3) | Incorporated by reference to the Company’s Post-Effective Amendment to Form S-3 Registration Statement, Registration No. 333-102244. |
| (4) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |