Form S-8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada   74-2897368

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

12701 Commonwealth Drive, Suite 9

Fort Myers, Florida 33913

(Address of Principal Executive Offices)

NEOGENOMICS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Douglas M. VanOort

12701 Commonwealth Drive, Suite 9

Fort Myers, Florida 33913

239.768.0600

(Name, address, and telephone number of agent for service)

With copies to:

Clayton E. Parker, Esq.

John Owens, Esq.

K&L Gates LLP

200 South Biscayne Boulevard, Suite 3900

Miami, Florida 33131

Telephone: 305.539.3300

Facsimile: 305.358.7095

 

 

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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

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

  

Amount of

registration fee (2)

Common Stock, $0.001 par value

   2,500,000   $6.49   $16,225,000   $1,885.35

Total

   2,500,000   $6.49   $16,225,000   $1,885.35

 

 

(1) The NeoGenomics, Inc. Amended and Restated Equity Incentive Plan (the “Incentive Plan”) authorizes the issuance of a maximum of 9,500,000 shares of Common Stock. This Registration Statement registers 2,500,000 shares of Common Stock authorized for issuance under the Incentive Plan pursuant to the First Amendment of the Incentive Plan, in addition to (a) the 500,000 shares registered under the Incentive Plan on a registration statement on Form S-8 (File No. 333-189391) filed with the United States Securities and Exchange Commission (the “SEC”) on June 17, 2013, (b) the 2,656,110 shares registered under the Incentive Plan on a registration statement on Form S-8 (File No. 333-159749) filed with the SEC on June 4, 2009, (c) the 1,594,065 shares registered under the Incentive Plan on a registration statement on Form S-8 (File No. 333-139484) filed with the SEC on December 19, 2006 and (d) the 2,249,825 shares registered under the Incentive Plan on a registration statement on Form S-8 (File No. 333-125994) filed with the SEC on June 21, 2005. This Registration Statement also registers additional securities to be offered or issued upon adjustments or changes made to registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”).
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and amount of registration fee were computed based upon the average of the high and low prices of shares of Common Stock as reported on the NASDAQ Capital Market on July 21, 2015.

 

 

 

PART I

 

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

 

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II

 

Item 3. Incorporation of Documents by Reference.

The following documents have been previously filed by NeoGenomics, Inc. (the “Company”) with the SEC and are hereby incorporated by reference into this Registration Statement and shall be deemed a part hereof:

 

  (a) The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 3, 2015, and its amendment on Form 10-K/A filed with the SEC on April 30; 2015;

 

  (b) The Quarterly Report of the Company on Form 10-Q filed with the SEC on May 11, 2015;

 

  (c) The Definitive Proxy Statement of the Company on Schedule 14A filed with the SEC on May 19, 2015;

 

  (d) The Current Report of the Company on Form 8-K filed with the SEC on January 23, 2015;

 

  (e) The Current Report of the Company on Form 8-K filed with the SEC on February 24, 2015;

 

  (f) The Current Report of the Company on Form 8-K filed with the SEC on April 21, 2015;

 

  (g) The Current Report of the Company on Form 8-K filed with the SEC on April 28, 2015;

 

  (h) The Current Report of the Company on Form 8-K filed with the SEC on June 15, 2015;

 

  (i) The Current Report of the Company on Form 8-K filed with the SEC on June 17, 2015;

 

  (j) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act, since December 31, 2014;

 

  (k) The description of the Common Stock contained in the registration statement on Form 8-A (Registration No. 000-54384), filed with the SEC under Section 12(g) of the Exchange Act on May 2, 2011, as updated by the description of the Common Stock set forth in the Prospectus Supplement to the Company’s Registration Statement No. 333-186067 filed with the SEC pursuant to Rule 424(b)(5) on February 28, 2013; and

 

  (l) The contents of (i) the Company’s registration statement on Form S-8 (File No. 333-189391) filed with the SEC on June 17, 2013, (ii) the Company’s registration statement on Form S-8 (File No. 333-180095) filed with the SEC on March 14, 2012, (iii) the Company’s registration statement on Form S-8 (File No. 333-173494) filed with the SEC on April 14, 2011 and (iv) the Company’s registration statement on Form S-8 (File No. 333-139484) filed with the SEC on December 19, 2006.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 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 part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement 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 other subsequently filed document which also is or 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. Any Current Report on Form 8-K that is furnished to the SEC but not filed with the SEC is not deemed incorporated by reference into this Registration Statement.

 

Item 4. Description of Securities.

Not required to be filed with this Registration Statement.

 

Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

Not required to be filed with this Registration Statement.

 

Item 7. Exemption from Registration Claimed.

Not Applicable.

 

Item 8. Exhibits.

 

Exhibit

No.

   

Description of Exhibit

  4.1    First Amendment of the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 19, 2015)
  5.1    Opinion of Snell & Wilmer L.L.P.
23.1    Consent of Crowe Horwath, LLP
23.2    Consent of Kingery & Crouse P.A.
23.3    Consent of Snell & Wilmer L.L.P. (contained in opinion filed as Exhibit 5.1)
24.1    Power of Attorney (included on signature page hereto)

 

Item 9. Undertakings.

Not required to be filed with this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company 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 the city of Fort Myers, Florida, on July 28, 2015.

 

    NeoGenomics, Inc.
Date: July 28, 2015     By:   /s/ Douglas M. VanOort
      Douglas M. VanOort
      Chief Executive Officer and Chairman of the Board

We, the undersigned directors and officers of the Company, do hereby constitute and appoint Douglas M. VanOort and Steven C. Jones, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Company to comply with the Securities Act, and any rules, regulations and requirements of the SEC in connection with this Registration Statement, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated below:

 

Signatures

   

Title

   

Date

/s/ Douglas M. VanOort

Douglas M. VanOort

    Chief Executive Officer and Chairman of the Board (Principal Executive Officer)    July 28, 2015

/s/ Steven C. Jones

Steven C. Jones

    Executive Vice President, Finance and Director    July 28, 2015

/s/ George A. Cardoza

George A. Cardoza

    Chief Financial Officer (Principal Financial Officer)    July 28, 2015

/s/ Edwin F. Weidig III

Edwin F. Weidig III

   

Director of Finance

(Principal Accounting Officer)

    July 28, 2015

/s/ Bruce K. Crowther

Bruce K. Crowther

    Director    July 28, 2015

/s/ Kevin C. Johnson

Kevin C. Johnson

    Director    July 28, 2015

/s/ William J. Robison

William J. Robison

    Director    July 28, 2015

/s/ Raymond R. Hipp

Raymond R. Hipp

    Director    July 28, 2015

/s/ Lynn A. Tetrault

Lynn A. Tetrault

    Director    July 28, 2015

/s/ Alison L. Hannah

Alison L. Hannah

    Director    July 28, 2015

EXHIBIT INDEX

 

Exhibit

No.

   

Description of Exhibit

  4.1    First Amendment of the NeoGenomics, Inc. Amended and Restated Equity Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 19, 2015)
  5.1    Opinion of Snell & Wilmer L.L.P.
23.1    Consent of Crowe Horwath, LLP
23.2    Consent of Kingery & Crouse P.A.
23.3    Consent of Snell & Wilmer L.L.P. (contained in opinion filed as Exhibit 5.1)
24.1    Power of Attorney (included on signature page hereto)