S-8 1 d760954ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on June 7, 2019

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

QUOTIENT LIMITED

(Exact name of registrant as specified in its charter)

 

 

 

Jersey, Channel Islands   Not applicable

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

Tel: 011-41-22-716-9800

(Address of principal executive offices)

Quotient Limited

2014 Equity Incentive Plan

As adopted on March 31, 2014,

amended and restated on October 28, 2016 and

further amended and restated on October 31, 2018

(Full titles of the Plans)

Jeremy Stackawitz

Quotient Biodiagnostics, Inc.

301 South State Street, Suite S-204

Newtown, Pennsylvania 18940

(215) 497-7006

(Name and address of agent for service)

 

 

Copies to:

Per B. Chilstrom, Esq.

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

England

+44-20-7006-1000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☒
     Emerging growth company   ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  

Amount

to be

Registered(1)

  

Proposed

Maximum
Offering Price
Per Share(2)

  

Proposed

Maximum
Aggregate

Offering Price(2)

   Amount of
Registration Fee

Ordinary Shares of nil par value per share

   200,000 (3)   $8.76   $1,752,000   $212.34

 

 

(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 ordinary shares that become issuable under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016 and further amended and restated on October 31, 2018 (the “Second Amended and Restated 2014 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding ordinary shares.

(2)

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. The offering price per ordinary share and the aggregate offering price is based upon the average of the high and low prices of the ordinary shares, as reported on the Nasdaq Global Market on June 6, 2019.

(3)

Represents ordinary shares that were automatically added to the number of shares authorized for issuance under the Second Amended and Restated 2014 Plan pursuant to an “evergreen” provision, which allows for an annual increase in the number of ordinary shares authorized for issuance thereunder. See “Explanatory Note” for additional information.

 

 

 

EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

Quotient Limited (the “Company”) has registered an aggregate of 3,570,206 ordinary shares for issuance under the Quotient Limited 2014 Stock Incentive Plan, as adopted on March 31, 2014, amended and restated on October 28, 2016 and further amended and restated on October 31, 2018 (the “Second Amended and Restated 2014 Plan”), pursuant to Registration Statements on Form S-8 (Nos. 333-195507, 333-214483, 333-218462, 333-225553 and 333-228330) filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2014, November 7, 2016, June 2, 2017, June 11, 2018 and November 9, 2018, respectively (the “Prior Registration Statements”).

Pursuant to an “evergreen” provision contained in the Second Amended and Restated 2014 Plan, on April 1 of each year through 2023, the number of shares authorized for issuance under the Second Amended and Restated 2014 Plan automatically increases by an amount equal to the lesser of 1% of the total number of the Company’s ordinary shares outstanding on March 31 of the preceding year, 200,000 ordinary shares or such smaller amount as determined by the Board of Directors of the Company. Pursuant to this provision, on April 1, 2019, 200,000 additional ordinary shares became authorized for issuance under the Second Amended and Restated 2014 Plan.

The Company is filing this Registration Statement on Form S-8 to register 200,000 ordinary shares that were automatically added to the number of shares authorized for issuance under the Second Amended and Restated 2014 Plan pursuant to the “evergreen” provision contained in the Second Amended and Restated 2014 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, except to the extent supplemented, amended or superseded by the information set forth herein.

 

- 1 -

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents, which have been filed by the registrant with the SEC are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:

 

  •  

The description of the ordinary shares contained in Amendment No.  3 to the Registration Statement on Form 8-A/A (File No. 001-36415), filed with the SEC on October 30, 2015 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments or reports filed for the purpose of updating such description;

 

  •  

The Current Reports on Form 8-K filed with the SEC on May 1 , 2019 (but only with respect to Items 1.01 and 8.01 and Exhibit 10.1 thereto), May  16, 2019 and May 31, 2019;

 

  •  

The Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed with the SEC on May 29, 2019 pursuant to Section 13 of the Exchange Act; and

 

  •  

The Amendment No. 1 to the Definitive Proxy Statement on  Schedule 14A filed with the SEC on August 31, 2018 pursuant to Section 14(a) of the Exchange Act (but only with respect to information required by Part III of our Annual Report on Form 10-K for the year ended March 31, 2018).

In addition, all documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

- 2 -

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 Eysins, Switzerland on June 7, 2019.

 

Quotient Limited
By:  

/s/ Franz Walt

  Name:   Franz Walt
  Title:   Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Franz Walt, Christopher Lindop and Roland Boyd and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any 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 and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, this registration statement has been signed by the following persons in the capacities and on the date indicated.

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.

 

Name

   

Title

  

Date

/s/ Franz Walt

Franz Walt

   

Chief Executive Officer and Director

(Principal Executive Officer)

   June 7, 2019

/s/ Christopher Lindop

Christopher Lindop

   

Chief Financial Officer

(Principal Financial Officer)

   June 7, 2019

/s/ Roland Boyd

Roland Boyd

   

Group Financial Controller and Treasurer

(Principal Accounting Officer)

   June 7, 2019

/s/ Thomas Bologna

Thomas Bologna

    Director   June 7, 2019

/s/ Frederick Hallsworth

Frederick Hallsworth

    Director   June 7, 2019

/s/ Brian McDonough

Brian McDonough

    Director   June 7, 2019

/s/ Sarah O’Connor

Sarah O’Connor

    Director   June 7, 2019

/s/ Zubeen Shroff

Zubeen Shroff

    Director   June 7, 2019

 

- 4 -

Name

   

Title

  

Date

/s/ Heino von Prondzynski

Heino von Prondzynski

    Director   June 7, 2019

/s/ John Wilkerson

John Wilkerson

    Director   June 7, 2019

/s/ Jeremy Stackawitz

Jeremy Stackawitz

    Authorized Representative in the United States   June 7, 2019

 

- 5 -