Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 64K Employee Benefit Plan
3: EX-5.1 Opinion of Counsel re: Legality HTML 16K
4: EX-23.1 Consent of Expert or Counsel HTML 6K
5: EX-23.2 Consent of Expert or Counsel HTML 6K
2: EX-FILING FEES Filing Fees HTML 25K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
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 revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement on Form S-8 is being filed to register (i) an additional 14,000,000 shares of Common Stock under the Exact Sciences Corporation 2019 Omnibus Long-Term Incentive Plan, as amended (the “2019 Plan”), as a result of the stockholders of Exact Sciences Corporation (the “Registrant”) approving an amendment to the 2019 Plan to increase the shares of common stock available for issuance under the 2019 Plan on June 9, 2022 at the Registrant’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”); (ii) an additional 3,000,000 shares of Common Stock under the Amended and Restated Exact Sciences Corporation 2010 Employee Stock Purchase Plan (the “Stock Purchase Plan”), as a result of the stockholders
of the Registrant approving the Stock Purchase Plan at the 2022 Annual Meeting; and (iii) an additional 3,000,000 shares of Common Stock to be offered and sold pursuant to the Exact Sciences Corporation 401(k) Plan.
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission.
Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference 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 herein by reference modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
The Registrant will submit or has submitted the 401(k) Plan and any amendments thereto to the U.S. Internal Revenue Service (the "IRS") in a timely manner in accordance with the agency's regulations and has made or will make all changes required by the IRS in order to qualify the plan under Section 401 of the U.S. Internal Revenue Code of 1986, as amended.
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SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Madison, State of Wisconsin, on August 2, 2022.
Each person whose signature appears below constitutes and appoints D. Scott Coward and Kevin T. Conroy, and each of them, his/her true and lawful attorney-in-fact
and agent, each with full power of substitution and resubstitution, severally, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated, in each case on August 2, 2022: