As filed with the Securities and Exchange Commission on March 19, 2014
Registration No. 333-194439
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOUNDATION MEDICINE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 27-1316416 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Foundation Medicine, Inc.
150 Second Street
Cambridge MA, 02141
(617) 418-2200
(Address of Principal Executive Offices)
Foundation Medicine, Inc. 2013 Stock Option and Incentive Plan
(Full Title of the Plans)
Michael J. Pellini, M.D.
President and Chief Executive Officer
Foundation Medicine, Inc.
150 Second Street
Cambridge MA, 02141
(Name and Address of Agent For Service)
(617) 418-2200
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Kingsley L. Taft, Esq.
Arthur R. McGivern, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109
(617) 570-1000
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.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-194439) is solely to re-file Exhibit 23.1. No other changes have been made to the Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 19th day of March, 2014.
FOUNDATION MEDICINE, INC. | ||
By: | /s/ Michael J. Pellini, M.D. | |
Michael J. Pellini, M.D. | ||
President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-8 has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Michael J. Pellini, M.D. |
President, Chief Executive Officer and Director | March 19, 2014 | ||
Michael J. Pellini, M.D. | (Principal Executive Officer) | |||
* |
Senior Vice President, Finance | March 19, 2014 | ||
Jason Ryan | (Principal Financial and Accounting Officer) | |||
* |
Director | March 19, 2014 | ||
Alexis Borisy | ||||
* |
Director | March 19, 2014 | ||
Brook Byers | ||||
* |
Director | March 19, 2014 | ||
Evan Jones | ||||
* |
Director | March 19, 2014 | ||
Mark Levin | ||||
* |
Director | March 19, 2014 | ||
David Schenkein, M.D. | ||||
* |
Director | March 19, 2014 | ||
Krishna Yeshwant, M.D. |
* Pursuant to Power of Attorney | ||
By: | /s/ Michael J. Pellini, M.D. | |
Michael J. Pellini, M.D. | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description | |
4.1 | Sixth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrants Form 8-K filed on October 2, 2013) | |
4.2 | Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrants Form 8-K filed on October 2, 2013) | |
4.3 | Form of Common Stock certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1 (File No. 333-190226) filed on July 29, 2013) | |
4.4 | Warrant to Purchase Preferred Stock of the Registrant, dated as of November 1, 2010, issued to Lighthouse Capital Partners VI, L.P. (incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1 (File No. 333-190226) filed on July 29, 2013) | |
4.5 | Second Amended and Restated Investors Rights Agreement, by and between the Registrant and the Investors named therein, dated as of June 20, 2013 (incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-1 (File No. 333-190226) filed on July 29, 2013) | |
5.1** | Opinion of Goodwin Procter LLP. | |
23.1* | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2** | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
24.1** | Power of attorney (included on signature page). | |
99.1 | 2013 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrants Registration Statement on Form S-1 (File No. 333-190226) filed on July 29, 2013). |
* | Filed herewith. |
** | Previously filed. |