ACM Research, Inc. — Regulatory Filings 2021

Mar 11, 2021

S-8 1 brhc10021612_s8.htm S-8 Licensed to: Broadridge Document created using EDGARfilings PROfile 7.3.2.0 Copyright 1995 - 2021 Broadridge

As filed with the Securities and Exchange Commission on March 11, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ACM RESEARCH, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-3290283
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.
42307 Osgood Road, Suite I
Fremont, California	94539
(Address of principal executive offices)	(Zip code)

2016 Omnibus Incentive Plan

(Full title of the plan)

David H. Wang

Chief Executive Officer and President

ACM Research, Inc.

42307 Osgood Road, Suite I

Fremont, California 94539

(510) 445-3700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Mark L. Johnson

Bella Zaslavsky

K&L Gates LLP

One Lincoln Street

Boston, MA 02111

(617) 261-3260

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 revise financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered		Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee
Class A common stock, $0.0001 par value per share	1,469,761	$ 85.055	$ 125,010,521.86	$ 13,638.65

(1) Consists of additional shares available for issuance under the registrant’s 2016 Omnibus Incentive Plan as the result of annual increases effective as of December 31, 2019 and 2020. In accordance with Rule 416 under the Securities Act of 1933, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933 and based upon the average of the high and low prices of the registrant’s Class A common stock as reported on The NASDAQ Global Market on March 8, 2021.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 relating to the 2016 Omnibus Incentive Plan of the registrant is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-222702, filed by the registrant with the Securities and Exchange Commission on January 25, 2018.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. Exhibits.

Exhibit Number	Description
4.01	Restated Certificate of Incorporation of ACM Research, Inc.
4.02	Restated Bylaws of ACM Research, Inc.
5.01	Opinion of K&L Gates LLP
23.01	Consent of BDO China Shu Lan Pan Certified Public Accountants LLP
23.02	Consent of K&L Gates LLP (included in Exhibit 5.01)
24.01	Power of Attorney (included on the signature page of this registration statement)
99.01	ACM Research, Inc. 2016 Omnibus Incentive Plan

SIGNATURE Anchor

Pursuant to the requirements of the Securities Act of 1933, 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 the City of Fremont, State of California, as of March 11, 2021.

ACM RESEARCH, INC.
/s/ Mark A. McKechnie
Mark A. McKechnie
Chief Financial Officer and Treasurer

POWER OF ATTORNEY AND SIGNATURES Anchor

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints David H. Wang and Mark A. McKechnie, or any of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act of 1933 to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as he or she 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. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David H. Wang	Chief Executive Officer, President	March 8, 2021
David H Wang	and Chair of the Board (Principal Executive Officer)
/s/ Mark A. McKechnie	Chief Financial Officer and Treasurer	March 11, 2021
Mark A. McKechnie	(Principal Financial and Accounting Officer)
/s/ Haiping Dun	Director	March 9, 2021
Haiping Dun
/s/ Chenming Hu	Director	March 9, 2021
Chenming Hu
/s/ Tracy Liu	Director	March 9, 2021
Tracy Liu
/s/ Yinan Xiang	Director	March 11, 2021
Yinan Xiang
	Director	March ___, 2021
Zhengfan Yang