S-8 1 rockley-formsx82022evergre.htm S-8 Document

As filed with the Securities and Exchange Commission on March 22, 2022
Registration No. 333-          
    
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
ROCKLEY PHOTONICS HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
98-1644526
(I.R.S. Employer
Identification No.)
3rd Floor, 1 Ashley Road
Altrincham, Cheshire
United Kingdom
(Address of principal executive offices)
WA14 2DT
(Zip Code)

Rockley Photonics Holdings Limited 2021 Stock Incentive Plan
Rockley Photonics Holdings Limited 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Tom Adams, Esq. General Counsel
Rockley Photonics Holdings Limited
3rd Floor, 1 Ashley Road
Altrincham, Cheshire
United Kingdom
(Name and address of agent for service)
+44 (0) 1865 292017
(Telephone number, including area code, of agent for service)

Copies to:
Davina K. Kaile, Esq.
Pillsbury Winthrop Shaw Pittman LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 233-4500
(650) 233-4545 facsimile
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.     


The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

4880-2128-7185.v4

PART I
INFORMATION REQUIRED IN THE PROSPECTUS
General Instruction E Information
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed with the U.S. Securities and Exchange Commission (the “Commission”) for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. Specifically, this Registration Statement is being filed to register (i) 5,114,425 additional ordinary shares of Rockley Photonics Holdings Limited (the “Registrant”) for issuance under the Rockley Photonics Holdings Limited 2021 Stock Incentive Plan and (ii) 1,278,606 additional ordinary shares of the Registrant for issuance under the Rockley Photonics Holdings Limited 2021 Employee Stock Purchase Plan, pursuant to the provisions of such plans that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on October 18, 2021 (File No. 333-260239), excluding reports that the Registrant filed with the Commission that were incorporated into such Registration Statement to maintain current information about the Registrant, pursuant to General Instruction E to Form S-8.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.   Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
(a)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 10, 2022;

(b)The Registrant’s Current Reports on Form 8-K, filed on January 21, 2022, January 27, 2022, and February 16, 2022 (to the extent filed and not furnished); and
(c)    The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A, filed on August 11, 2021, pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any portions thereof furnished by the Registrant, including, but not limited to, information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of Form 8-K and any certification required by 18 U.S.C. § 1350), subsequent to the filing of this Registration Statement and 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 to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
    Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that also is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.


Item 8.   Exhibits.
Exhibit No.Description
4.1
5.1
23.1
23.2Consent of Travers Thorp Alberga (included in Exhibit 5.1).
24.1Power of Attorney (contained on the signature page hereto).
99.1
99.2
107

Item 9.   Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii)to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed


to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



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 London, United Kingdom, on the 22nd day of March, 2022.

ROCKLEY PHOTONICS HOLDINGS LIMITED
By:/s/ Dr. Andrew Rickman, OBE
Dr. Andrew Rickman, OBE
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Rickman and Mahesh Karanth, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, 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 on Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-facts and agents, or his or her substitute or resubstitute, or any of them, 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 below by the following persons in the capacities and on the date indicated.

SignatureTitleDate

    /s/ Dr. Andrew Rickman, OBE    
    Dr. Andrew Rickman, OBE

President, Chief Executive Officer and Director
(Principal Executive Officer)

March 22, 2022
    /s/ Mahesh Karanth    
    Mahesh Karanth
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

March 22, 2022

    /s/ William Huyett    
    William Huyett

Lead Independent Director
March 22, 2022

    /s/ Brian Blaser    
    Brian Blaser

Director
March 22, 2022
    /s/ Dr. Caroline Brown    
    Caroline Brown
DirectorMarch 22, 2022
    /s/ Nicolaus Henke    
    Nicolaus Henke
DirectorMarch 22, 2022
    /s/Karim Karti    
    Karim Karti
DirectorMarch 22, 2022

    /s/ Michele Klein    
    Michele Klein

Director

March 22, 2022
    /s/ Pamela Puryear    
    Pamela Puryear
DirectorMarch 22, 2022