As filed with the Securities and Exchange Commission on March 18, 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

 

 

NEVRO CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		56-2568057
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

4040 Campbell Avenue

Menlo Park, CA 94025

(Address of Principal Executive Offices) (Zip Code)

2014 Equity Incentive Award Plan

2014 Employee Stock Purchase Plan

(Full title of the plan)

Michael DeMane

Chief Executive Officer

Nevro Corp.

4040 Campbell Avenue

Menlo Park, CA 94025

(Name and address of agent for service)

(650) 251-0005

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Anthony J. Richmond, Esq. Brian J. Cuneo, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600		Michael W. Hall, Esq. General Counsel Nevro Corp. 4040 Campbell Avenue Menlo Park, CA 94025 (650) 251-0005

 

 

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. (Check one):

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities To Be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value		994,619(2)		$43.88(3)		$43,643,881.72
Common Stock, $0.001 par value		248,654(4)		$43.88(3)		$10,910,937.52
Total:		1,243,273				$54,554,819.24		$6,339.27

(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 common stock of Nevro Corp. (the “Registrant”) that become issuable under the 2014 Equity Incentive Award Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “ESPP”), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2)	Represents the additional shares of common stock available for future issuance under the 2014 Plan resulting from an annual increase as of January 1, 2015.

(3)

This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The New York Stock Exchange on March 16, 2015, which is $43.88.

(4)	Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2015.

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are granted, exercised and/or vest.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,243,273 shares of the Registrant’s common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-200145) is effective: (i) the 2014 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 994,619 shares of common stock, and (ii) the 2014 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 248,654 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON

FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 12, 2014 (File No. 333-200145) are incorporated by reference herein.

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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 the City of Menlo Park, State of California, on this 18th day of March, 2015.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Michael DeMane and Andrew H. Galligan, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her and in his or her 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 all documents in connection therewith, with the 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature				Title		Date
/s/ Michael DeMane Michael DeMane				Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		March 18, 2015
/s/ Andrew H. Galligan Andrew H. Galligan				Vice President of Finance, Chief Financial Officer (Principal Financial and Accounting Officer)		March 18, 2015
/s/ Ali Behbahani Ali Behbahani, M.D.				Director		March 18, 2015
/s/ Frank Fischer Frank Fischer				Director		March 18, 2015
/s/ Wilfred E. Jaeger Wilfred E. Jaeger, M.D.				Director		March 18, 2015
/s/ Shawn T McCormick Shawn T. McCormick				Director		March 18, 2015
/s/ Nathan B. Pliam Nathan B. Pliam, M.D.				Director		March 18, 2015
/s/ Brad Vale Brad Vale, Ph.D., D.V.M.				Director		March 18, 2015

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EXHIBIT INDEX

 

Exhibit Number		Description of Document		Incorporated by Reference						Filed
				Form		Date		Number		Herewith
4.1		Amended and Restated Certificate of Incorporation.		8-K		11/12/2014		3.1
4.2		Amended and Restated Bylaws.		8-K		11/12/2014		3.2
4.3		Form of Common Stock Certificate.		S-1/A		10/27/2014		4.2
5.1		Opinion of Latham & Watkins LLP.								X
23.1		Consent of Independent Registered Public Accounting Firm.								X
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).								X
24.1		Power of Attorney. Reference is made to the signature page to the Registration Statement.								X
99.1(a)#		Nevro Corp. 2014 Equity Incentive Award Plan.		S-8		11/12/2014		99.2(a)
99.1(b)#		Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.		S-1/A		10/10/2014		10.9(b)
99.1(c)#		Form of Restricted Stock Award Agreement and Restricted Stock Award Grant Notice under the 2014 Equity Incentive Award Plan.		S-1/A		10/10/2014		10.9(c)
99.1(d)#		Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2014 Equity Incentive Award Plan.		S-1/A		10/10/2014		10.9(d)
99.2#		Nevro Corp. 2014 Employee Stock Purchase Plan.		S-8		11/12/2014		99.3

 

#	Indicates management contract or compensatory plan.