As filed with the Securities and Exchange Commission on June 17, 2013

 

REGISTRATION NO. 333 -        

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

  

FORM S-8

REGISTRATION STATEMENT

under the

SECURITIES ACT OF 1933

 

 

 

NEUROMETRIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware   04-3308180
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

62 Fourth Avenue

Waltham, Massachusetts 02451

(781) 890-9989

(Address, Including Zip Code, of Principal Executive Offices)

 

NEUROMETRIX, INC. FIFTH AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN

(Full Title of the Plan)

 

Shai N. Gozani, M.D., Ph.D.

President and Chief Executive Officer

NEUROMETRIX, INC.

62 Fourth Avenue

Waltham, Massachusetts 02451

(781) 890-9989

(Name, Address and Telephone Number, Including

Area Code, of Agent For Service)

 

Copies to:

 

Megan N. Gates, Esq.

Mintz, Levin, Cohn, Ferris,

Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Telephone: (617) 542-6000

Fax: (617) 542-2241

 

 

 

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 definition 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

 

Title 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
Common Stock, $0.0001 par value   300,000 shares   $2.00   $600,000   $ 81.84
                     
Rights to purchase Series A Junior Participating Cumulative Preferred Stock, $0.001 par value   (3)   (3)   (3)    None

 

(1)This Registration Statement relates to 300,000 shares of Common Stock, par value $0.0001 per share, of NeuroMetrix, Inc. (“Common Stock”) available for issuance under the NeuroMetrix, Inc. Fifth Amended and Restated 2004 Stock Option and Incentive Plan (together with previous versions of such plan, the “Plan”); plus such indeterminate number of additional shares of Common Stock as may be required pursuant to the Plan in the event of a stock dividend, stock split, recapitalization or other similar event.

 

(2)This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(c) and (h) under the Securities Act on the basis of the average of the high and low sale prices per share of the Common Stock on The NASDAQ Capital Market as of a date (June 11, 2013) within five business days prior to filing this Registration Statement.

 

(3)Pursuant to the Shareholder Rights Agreement, dated as of March 7, 2007, between NeuroMetrix, Inc. and American Stock Transfer & Trust Company, as amended, each share of Common Stock has an attached right to purchase thirty-six ten-thousandths of a share of Series A Junior Participating Cumulative Preferred Stock, par value $0.001 per share, of the Company (the “Rights”), which Rights are not currently exercisable, on the terms set forth in the Rights Agreement. No separate consideration will be received for the Rights.

 

 

 

 
 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 hereby registers 300,000 additional shares of Common Stock for issuance under the Plan. An aggregate of 276,279 shares of Common Stock to be issued under the Plan were previously registered on August 9, 2004 (File No. 333-118059) (22,917 shares), June 22, 2006 (File No. 333-135242) (31,139 shares), May 27, 2008 (File No. 333-151195) (27,778 shares), June 3, 2009 (File No. 333-159713) (27,778 shares), and August 3, 2012 (File No. 333-183071) (166,667 shares) (collectively, the “Previous Registration Statements”). The amounts registered under the Previous Registration Statements reflect two 1-for-6 reverse splits of our Common Stock completed on September 1, 2011 and February 15, 2013. The contents of the Previous Registration Statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this registration statement.

 

 
 

 

SIGNATURES

 

The Registrant. 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 Waltham, Massachusetts on this 17th day of June, 2013.

 

  NEUROMETRIX, INC.
     
  By: /s/  SHAI N. GOZANI, M.D., PH.D.    
    Shai N. Gozani, M.D., Ph.D.
    President and Chief Executive Officer

 

Each person whose signature appears below constitutes and appoints Shai N. Gozani, M.D., Ph.D. and Thomas T. Higgins, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of NeuroMetrix, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute 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 dates indicated.

 

Signature   Title   Date
         
/s/  SHAI N. GOZANI, M.D., PH.D.   President, Chief Executive Officer   June 17, 2013
Shai N. Gozani, M.D., Ph.D.   and Director (principal executive officer)    
         
/s/  THOMAS T. HIGGINS   Senior Vice President,   June 17, 2013
Thomas T. Higgins   Chief Financial Officer and Treasurer    
    (principal financial and accounting officer)    
         
/s/  DAVID E. GOODMAN, M.D.   Director   June 17, 2013
David E. Goodman, M.D.        
         
/s/  ALLEN J. HINKLE, M.D.   Director   June 17, 2013
Allen J. Hinkle, M.D.        
         
/s/  NANCY E. KATZ   Director   June 17, 2013
Nancy E. Katz        
         
/s/  TIMOTHY R. SURGENOR   Director   June 17, 2013
Timothy R. Surgenor        

 

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NEUROMETRIX, INC.

 

INDEX TO EXHIBITS FILED WITH

FORM S-8 REGISTRATION STATEMENT

 

 

Exhibit    
Number   Description
5.1   Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares and rights being registered.
     
23.1   Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
     
23.2   Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
     
24   Powers of Attorney (included in the signature page to this Registration Statement).
     
99.1   NeuroMetrix, Inc. Fifth Amended and Restated 2004 Stock Option and Incentive Plan (filed as Appendix A to the Registrant’s Proxy Statement for its 2013 Annual Meeting of Stockholders, filed on April 8, 2013, File No. 001-33351, and incorporated in this document by reference).

 

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