Delaware
(State or other jurisdiction of
incorporation or organization)
|
20-5455398
(I.R.S. Employer
Identification No.)
| |
6000 Shoreline Court, Suite 300
South San Francisco, California (Address of Principal Executive Offices)
|
94080
(Zip Code)
| |
Veracyte, Inc. 2013 Stock Incentive Plan
| ||
(Full title of the plan)
| ||
Bonnie H. Anderson
Chairman and Chief Executive Officer
6000 Shoreline Court, Suite 300
South San Francisco, California
(Name and address agent for service)
(650) 243-6300
(Telephone number, including area code, of agent for service)
Copies to:
| ||
Robert A. Freedman, Esq.
Ran Ben-Tzur, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
|
Keith Kennedy
Chief Financial Officer and Chief Operating Officer
Veracyte, Inc.
6000 Shoreline Court, Suite 300
South San Francisco, California 94080
(650) 243-6300
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
| |
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
| |
Emerging growth company
|
¨
|
Title of Securities
To Be Registered
|
Amount To
Be Registered (1)
|
Proposed Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate
Offering Price
|
Amount of
Registration Fee
| |
Common stock, par value $0.001 per share
|
1,985,013 shares (2)
|
$23.98(3)
|
$47,600,612
|
$6,179
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the 'Securities Act'), this registration statement also covers any additional securities that may be offered or become issuable under the Registrant's 2013 Stock Incentive Plan, as amended (the '2013 Plan') in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant's outstanding shares of Common Stock.
|
(2)
|
Represents additional shares of the Registrant's common stock reserved for issuance under the 2013 Plan, pursuant to its provisions providing for an automatic annual increase in the number of shares reserved for issuance under the 2013 Plan.
|
(3)
|
Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee, based on the average of the high and low prices of the Registrant's Common Stock as reported on The Nasdaq Global Market on February 20, 2020.
|
(a)
| The Registrant's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on February 25, 2020. |
(b)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's Annual Report referred to in (a) above (other than the portions of these documents not deemed to be filed);
|
(c)
| The description of the Registrant's Common Stock contained in Registrant's registration statement on Form 8-A, filed on October 28, 2013 pursuant to Section 12(b) 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. |
Item 8.
|
Exhibits.
|
The following exhibits are filed herewith:
|
Incorporated by Reference
| ||||||
Exhibit No.
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
4.1
| Restated Certificate of Incorporation of the Registrant |
8-K
|
001-36156
|
3.1
|
11/8/2013
| |
4.2
| Restated Bylaws of the Registrant |
8-K
|
001-36156
|
3.2
|
11/8/2013
| |
4.3
| Form of Common Stock Certificate |
S-1/A
|
333-191282
|
4.1
|
10/15/2013
| |
5.1
|
X
| |||||
23.1
|
X
| |||||
23.2
|
X
| |||||
24.1
|
X
| |||||
99.1
| 2013 Stock Incentive Plan, as amended, and forms of stock option award agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement. |
10-K
|
001-36156
|
10.3#
|
2/27/2018
|
Item 9.
|
Undertakings.
|
VERACYTE, INC.
| |||
By:
|
/s/ BONNIE H. ANDERSON
| ||
Bonnie H. Anderson
Chairman and Chief Executive Officer
|
Signature
|
Title
|
Date
| ||
/s/ BONNIE H. ANDERSON
|
Chairman and Chief Executive Officer (Principal Executive Officer)
|
February 25, 2020
| ||
Bonnie H. Anderson
| ||||
/s/ KEITH KENNEDY
|
Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)
|
February 25, 2020
| ||
Keith Kennedy
| ||||
/s/ MARK HO
|
Vice President, Controller (Principal Accounting Officer)
|
February 25, 2020
| ||
Mark Ho
| ||||
/s/ JOHN L. BISHOP
|
Lead Independent Director
|
February 25, 2020
| ||
John L. Bishop
| ||||
/s/ FRED E. COHEN, M.D., D.PHIL.
|
Director
|
February 25, 2020
| ||
Fred E. Cohen, M.D., D.Phil.
| ||||
/s/ KARIN EASTHAM
|
Director
|
February 25, 2020
| ||
Karin Eastham
| ||||
/s/ ROBERT S. EPSTEIN
|
Director
|
February 25, 2020
| ||
Robert S. Epstein
| ||||
/s/ KEVIN K. GORDON
|
Director
|
February 25, 2020
| ||
Kevin K. Gordon
| ||||
/s/ EVAN JONES
|
Director
|
February 25, 2020
| ||
Evan Jones
| ||||
/s/ TINA S. NOVA, PH.D.
|
Director
|
February 25, 2020
| ||
Tina S. Nova, Ph.D.
|
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Veracyte Inc. published this content on 25 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 February 2020 23:23:08 UTC