Delaware | 42-1491350 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | o | Accelerated filer | þ | |
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o |
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, par value $0.01 per share | 2,533,215 shares | $52.72 | $133,551,094.80 | $15,518.64 |
(1) | Pursuant to Rule 416(a) of 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 under the plan as set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant's Common Stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock (the “Common Stock”) on February 27, 2015 as reported on the NASDAQ Global Market. |
Title of Securities to be Registered | Number of Shares | Offering Price Per Share | Aggregate Offering Price | Amount of Registration Fee | |||||
Common Stock, par value $0.01 per share, reserved for future issuance under the 2009 Equity Incentive Plan | 2,185,595 | $ | 52.72 | $ | 115,224,568.40 | $13,389.09 | |||
Common Stock, par value $0.01 per share, reserved for future issuance under the 2010 Non-Employee Directors’ Stock Award Plan | 161,905 | $ | 52.72 | 8,535,631.60 | 991.84 | ||||
Common Stock, par value $0.01 per share, reserved for future issuance under the 2010 Employee Stock Purchase Plan | 185,715 | $ | 52.72 | 9,790,894.80 | 1,137.70 | ||||
Total | 2,533,215 | $ | 133,551,094.80 | $15,518.64 |
Incorporated by Reference | |||||||||||
Exhibit No. | Description | Form | Filing Date | Number | Filed Herewith | ||||||
4.1 | Amended and Restated Certificate of Incorporation | 8-K | 11/18/2011 | 3.1 | |||||||
4.2 | Certificate of Amendment to Restated Certificate of Incorporation | 8-K | 5/14/2013 | 3.1 | |||||||
4.3 | Amended and Restated Bylaws | 8-K | 11/18/2011 | 3.2 | |||||||
4.4 | Form of Common Stock Certificate of the Registrant | S-1/A | 10/26/2011 | 4.1 | |||||||
5.1 | Opinion of Cooley LLP | X | |||||||||
23.1 | Consent of KPMG LLP, independent registered public accounting firm | X | |||||||||
23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | X | |||||||||
24.1 | Power of Attorney (see signature page of this registration statement) | X | |||||||||
99.1 | 2009 Equity Incentive Plan As Amended | S-1 | 12/21/2010 | 10.6 | |||||||
99.2 | 2010 Non-Employee Directors' Stock Award Plan As Amended | 10-Q | 8/5/2014 | 10.3 | |||||||
99.3 | 2010 Employee Stock Purchase Plan As Amended | 8-K | 5/14/2013 | 10.2 |
Signature | Title | Date |
/s/Charles J. Link Charles J. Link, Jr. | Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer) | April 10, 2015 |
/s/John B. Henneman, III John B. Henneman, III | Chief Financial Officer and Secretary (Principal Financial Officer) | April 10, 2015 |
/s/Carl W. Langren Carl W. Langren | Vice President, Finance (Principal Accounting Officer) | April 10, 2015 |
/s/Thomas A. Raffin Thomas A. Raffin | Director | April 10, 2015 |
/s/Ernest J. Talarico Ernest J. Talarico, III | Director | April 10, 2015 |
/s/Lota Zoth Lota Zoth | Director | April 10, 2015 |
/s/Joseph Saluri Joseph Saluri | Director | April 10, 2015 |
/s/Paul R. Edick Paul R. Edick | Director | April 10, 2015 |
Incorporated by Reference | |||||||||||
Exhibit No. | Description | Form | Filing Date | Number | Filed Herewith | ||||||
4.1 | Amended and Restated Certificate of Incorporation | 8-K | 11/18/2011 | 3.1 | |||||||
4.2 | Certificate of Amendment to Restated Certificate of Incorporation | 8-K | 5/14/2013 | 3.1 | |||||||
4.3 | Amended and Restated Bylaws | 8-K | 11/18/2011 | 3.2 | |||||||
4.4 | Form of Common Stock Certificate of the Registrant | S-1/A | 10/26/2011 | 4.1 | |||||||
5.1 | Opinion of Cooley LLP | X | |||||||||
23.1 | Consent of KPMG LLP, independent registered public accounting firm | X | |||||||||
23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | X | |||||||||
24.1 | Power of Attorney (see signature page of this registration statement) | X | |||||||||
99.1 | 2009 Equity Incentive Plan As Amended | S-1 | 12/21/2010 | 10.6 | |||||||
99.2 | 2010 Non-Employee Directors' Stock Award Plan As Amended | 10-Q | 8/5/2014 | 10.3 | |||||||
99.3 | 2010 Employee Stock Purchase Plan As Amended | 8-K | 5/14/2013 | 10.2 |