As filed with the Securities and Exchange Commission on November 9, 2018
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
|Jersey, Channel Islands||Not applicable|
(State or other jurisdiction of
incorporation or organization)
B1, Business Park Terre Bonne,
Route de Crassier 13,
1262 Eysins, Switzerland
(Address of principal executive offices)
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)
Quotient Biodiagnostics, Inc.
301 South State Street, Suite S-204
Newtown, Pennsylvania 18940
(Name and address of agent for service)
Per B. Chilstrom, Esq.
Clifford Chance LLP
10 Upper Bank Street
London E14 5JJ
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
Ordinary Shares of nil par value per share
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.
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 November 8, 2018.
Represents 550,000 additional ordinary shares reserved for issuance under the Second Amended and Restated 2014 Plan. See Explanatory Note for additional information.
REGISTRATION OF ADDITIONAL SHARES
Quotient Limited (the Company) has registered an aggregate of 3,020,206 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 (such plan, as amended and restated on October 28, 2016, the Amended and Restated 2014 Plan, and, as 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 and 333-225553) filed with the Securities and Exchange Commission (the SEC) on April 25, 2014, November 7, 2016, June 2, 2017 and June 11, 2018, respectively (the Prior Registration Statements).
On October 31, 2018, at the annual general shareholders meeting of the Company, the shareholders of the Company approved the adoption of the Second Amended and Restated 2014 Plan, which reflected amendments to the Amended and Restated 2014 Plan to increase by 550,000 both the number of ordinary shares authorized for issuance and the maximum number of ordinary shares that may be issued upon the exercise of incentive stock options.
The Company is filing this Registration Statement on Form S-8 to register 550,000 additional ordinary shares reserved for issuance under 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.
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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 April 5, 2018, May 11, 2018, May 29, 2018 (but only with respect to Item 5.02 and Exhibit 10.1 thereto), June 29, 2018, August 8, 2018, August 13, 2018, October 31, 2018 and November 6, 2018;
The Annual Report on Form 10-K for the fiscal year ended March 31, 2018 filed with the SEC on May 30, 2018 pursuant to Section 13 of the Exchange Act;
The Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2018 and September 30, 2018 filed with the SEC on August 7, 2018 and November 6, 2018, respectively; 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 the Companys 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.
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Item 8. Exhibits.
|4.1*||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 (incorporated by reference to Exhibit A to Amendment No. 1 to the Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 31, 2018).|
|5.1||Opinion of Carey Olsen|
|23.1||Consent of Ernst & Young LLP|
|23.2||Consent of Carey Olsen (contained in Exhibit 5.1).|
|24.1||Power of Attorney (included in signature page).|
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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 November 9, 2018.
|By:||/s/ 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 persons true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such persons 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.
|/s/ Franz Walt||Chief Executive Officer and Director
(Principal Executive Officer)
|November 9, 2018|
|/s/ Christopher Lindop||Chief Financial Officer
(Principal Financial Officer)
|November 9, 2018|
|/s/ Roland Boyd||Group Financial Controller and Treasurer
(Principal Accounting Officer)
|November 9, 2018|
|/s/ Thomas Bologna||Director||November 9, 2018|
|/s/ Frederick Hallsworth||Director||November 9, 2018|
|/s/ Brian McDonough||Director||November 9, 2018|
|/s/ Sarah OConnor||Director||November 9, 2018|
|/s/ Zubeen Shroff||Director||November 9, 2018|
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|/s/ Heino von Prondzynski||Director||November 9, 2018|
|Heino von Prondzynski|
|/s/ John Wilkerson||Director||November 9, 2018|
|/s/ Jeremy Stackawitz||Authorized Representative in the United States||November 9, 2018|
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