INVUITY INC COM (IVTY)

[mick]

PART TWO/ THIS TYPE OF PLAN FOR EMPLOYEES? IN FULL/ Securities Registration: Employee Benefit Plan (s-8)
Date : 06/15/2015 @ 12:23PM
Source : Edgar (US Regulatory)
Stock : Invuity Com USD0.001 (MM) (IVTY)
Quote : 14.92 2.18 (17.11%) @ 4:13PM

http://ih.advfn.com/p.php?pid=nmona&article=67288080&symbol=IVTY

Securities Registration: Employee Benefit Plan (s-8)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

//////////////////////////////////////////////////////////

Title of Securities
to be Registered
Maximum Amount
to be
Registered(1)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee

Common Stock $0.001 par value, reserved for issuance pursuant to 2005 Stock Incentive Plan
1,874,220 shares(2) $5.33(4) $9,989,592.60 $1,160.79
Common Stock $0.001 par value, reserved for issuance pursuant to 2015 Equity Incentive Plan
1,661,574 shares(3) $12.00(5) $19,938,888.00 $2,316.90
TOTAL 3,535,794 shares — $29,928,480.60 $3,477.69




(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable pursuant to (i) the Registrant’s 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any dividend or other distribution (whether in the form of cash, shares of the Registrant’s common stock, other securities, or other property), recapitalization, stock split, reverse stock split,

reorganization,
merger,
consolidation,
split-up,
spin-off,
combination,
repurchase, or
exchange of shares of the Registrant’s common stock or other securities of the Company, or other change in the corporate structure of the Registrant affecting the shares of the Registrant’s common stock, or (ii) the Registrant’s 2005 Stock Incentive Plan (the “2005 Plan”) by reason of any subdivision of the outstanding shares of the Registrant’s common stock, declaration of a dividend payable in shares of the Registrant’s common stock, declaration of an extraordinary dividend payable in a form other than shares of the Registrant’s common stock in an amount that has a material effect on the fair market value of the shares of the Registrant’s common stock, combination or consolidation of the outstanding shares of the Registrant’s common stock into a lesser number of shares of the Registrant’s common stock, recapitalization, spin-off, reclassification, or similar occurrence.

(2) Represents 1,874,220 shares of common stock subject to outstanding awards previously granted under the 2005 Plan as of the date of this Registration Statement.

(3) Represents 1,661,574 shares of common stock reserved for issuance pursuant to awards under the 2015 Plan as of the date of the Registration Statement. The shares of common stock subject to outstanding awards previously granted under the 2005 Plan that expire or terminate without having been exercised on or after June 15, 2015 and the shares issued pursuant to awards granted under the 2005 Plan that are forfeited or repurchased by the Registrant on or after June 15, 2015 will be added to the number of shares available for issuance under the 2015 Plan, subject to the limits in the next sentence. No more than 1,874,220 shares of common stock will be added to the 2015 Plan from the 2005 Plan pursuant to the preceding sentence.

(4) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The price of $5.33 represents the weighted average exercise price for outstanding options.

(5) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $12.00 per share, which is the initial public offering price per share of common stock set forth on the cover page of the Registrant’s Prospectus dated June 15, 2015 relating to the Registrant’s initial public offering.


--------------------------------------------------------------------------------

PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Invuity, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents and information heretofore filed with the Securities and Exchange Commission (the “Commission”):

(1) The Registrant’s Prospectus dated June 15, 2015, filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-203505), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and


(2) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37417) filed June 5, 2015 pursuant to Section 12(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.