S-8 1 s-8_20210226.htm S-8 Document

As filed with the Securities and Exchange Commission on February 26, 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
NLIGHT, INC.
(Exact name of Registrant as specified in its charter)
Delaware91-2066376
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification Number)
5408 NE 88th Street, Building E
Vancouver, Washington 98665
(Address of principal executive offices, including zip code)
2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full title of the plan)
Scott H. Keeney
President and Chief Executive Officer
5408 NE 88th Street, Building E
Vancouver, Washington 98665
(360) 566-4460
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Patrick J. Schultheis
Jeana S. Kim
Bryan D. King
Wilson Sonsini Goodrich & Rosati
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104-7036
(206) 883-2500
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 x
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 revised 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
Amount to be Registered(1)
Proposed Maximum Offering Price Per ShareProposed Maximum Aggregate Offering PriceAmount of Registration Fee
Common Stock $0.0001 par value per share
- Reserved for issuance under the 2018 Equity Incentive Plan1,989,660 
(2)
$44.75 
(4)
$89,037,285 $9,713.97 
- Reserved for issuance under the 2018 Employee Stock Purchase Plan795,864 
(3)
$38.04 
(5)
$30,274,667 $3,302.97 
TOTAL2,785,524 $119,311,952 $13,016.94 
(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 2018 Equity Incentive Plan (the “2018 Plan”) and the 2018 Employee Stock Purchase Plan (the “2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2) Represents an automatic annual increase on January 1, 2021 to the number of shares of the Registrant’s common stock reserved for issuance under the 2018 Plan pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares of the Registrant’s common stock available for grant and issuance under the 2018 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2019, by an amount equal to the least of (i) 3,431,515 shares of common stock, (ii) five percent (5%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares of common stock determined by the Registrant’s board of directors.
(3) Represents an automatic annual increase on January 1, 2021 to the number of shares of the Registrant’s common stock reserved for issuance under the 2018 ESPP pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares of the Registrant’s common stock available for issuance under the 2018 ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2019, by an amount equal to the least of (i) 857,879 shares of common stock, (ii) two percent (2%) of the outstanding shares of common stock on the last day of the immediately preceding fiscal year or (iii) such amount as determined by the administrator of the 2018 ESPP.

(4) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $44.75 per share, which is the average of the high and low prices of Registrant’s common stock on February 22, 2021, as reported on the Nasdaq Global Select Market.
(5) Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $44.75 per share, which is the average of the high and low prices of Registrant’s common stock on February 22, 2021, as reported on the Nasdaq Global Select Market. Pursuant to the 2018 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of a share of common stock on the last trading day prior to the first trading day of each offering period or on the last trading day prior to the exercise period.



NLIGHT, INC.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares of common stock of nLIGHT, Inc. (the “Registrant”) to be issued under the Registrant's 2018 Equity Incentive Plan (the “2018 Plan”) and the Registrant's 2018 Employee Stock Purchase Plan (the “2018 ESPP”). Accordingly, the contents of (i) the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the "Commission") on April 26, 2018 (File No. 333-224461); (ii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on March 15, 2019 (File No. 333-230340); and (iii) the previous Registration Statement on Form S-8 filed by the Registrant with the Commission on March 9, 2020 (File No. 333-237029) (together, the "Previous Forms S-8"), including periodic reports filed after the Previous Forms S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, or the Annual Report, filed with the Commission on February 26, 2021 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(2) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (1) above; and

(3) The description of the Registrant’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-38462) filed with the Commission on April 18, 2018, 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.

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 a 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 8. Exhibits.

Incorporated by Reference
Exhibit
Number		Exhibit DescriptionFormFile No.ExhibitFiling DateFiled Herewith
4.1S-1/A333- 2240554.1April 16, 2018
4.2S-1/A333- 22405510.3April 16, 2018
4.3S-1/A333- 22405510.4April 16, 2018
4.48-K001-3846210.1June 4, 2018
4.58-K001-3846210.2June 4, 2018
4.68-K001-3846210.3June 4, 2018
5.1X
23.1X
23.2X
24.1X



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Vancouver, Washington, on the 26th day of February, 2021.

NLIGHT, INC.
By:/s/ Scott Keeney
Name: Scott Keeney
Title: President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Keeney and Ran Bareket as his 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 (including his or her capacity as a director or officer of nLIGHT, Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, 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 they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ SCOTT KEENEY
Scott Keeney
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
February 26, 2021
/s/ RAN BAREKET
Ran Bareket
Chief Financial Officer
(Principal Accounting and Financial Officer)
February 26, 2021
/s/ BANDEL CARANO
Bandel Carano
DirectorFebruary 26, 2021
/s/ DOUGLAS CARLISLE
Douglas Carlisle
DirectorFebruary 26, 2021
/s/ BILL GOSSMAN
Bill Gossman
DirectorFebruary 26, 2021
/s/ RAYMOND LINK
Raymond Link
DirectorFebruary 26, 2021
/s/ GARY LOCKE
Gary Locke
DirectorFebruary 26, 2021
/s/ GEOFFREY MOORE
Geoffrey Moore
DirectorFebruary 26, 2021
/s/ CAMILLE NICHOLS
Camille Nichols
DirectorFebruary 26, 2021