As filed with the Securities and Exchange Commission on March 15, 2016 Registration No. 333-209904 | ||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||
Washington, D.C. 20549 | ||||||||
Post-Effective Amendment No. 1 | ||||||||
to | ||||||||
FORM S‑8 | ||||||||
REGISTRATION STATEMENT | ||||||||
UNDER THE SECURITIES ACT OF 1933 | ||||||||
FLUIDIGM CORPORATION | ||||||||
(Exact name of Registrant as specified in its charter) | ||||||||
Delaware | 77-0513190 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
7000 Shoreline Court, Suite 100 South San Francisco, California 94080 | ||||||||
(Address of principal executive offices, including zip code) | ||||||||
2011 Equity Incentive Plan | ||||||||
(Full title of the plan) | ||||||||
Gajus V. Worthington President and Chief Executive Officer 7000 Shoreline Court, Suite 100 South San Francisco, California 94080 (650) 266-6000 | ||||||||
(Name, address and telephone number, including area code, of agent for service) | ||||||||
Copies to: | ||||||||
Robert F. Kornegay Wilson Sonsini Goodrich & Rosati, Professional Corporation 650 Page Mill Road Palo Alto, California 94304 (650) 493-9300 | ||||||||
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 Exchange Act (Check one). | ||||||||
Large accelerated filer x Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Accelerated filer ¨ Smaller reporting company ¨ | |||||||
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Fluidigm Corporation (the "Registrant"), filed with the Securities and Exchange Commission on March 3, 2016 (File No. 333-209904), is being filed solely for the purpose of submitting the exhibits included therein as separate exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number | Description |
4.1 | Specimen Common Stock Certificate of the Registrant, which is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-170965), filed with the Commission on February 7, 2011. |
4.2 | 2011 Equity Incentive Plan and related form agreements, which is incorporated herein by reference to Exhibit 10.4 and 10.4A to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-170965), filed with the Commission on January 28, 2011. |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). |
24.1 | Power of Attorney (previously filed). |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-209904) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on March 15, 2016.
Fluidigm Corporation
By: /s/ Vikram Jog
Vikram Jog
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
(*) | President, Chief Executive Officer, and Director | March 15, 2016 | ||
Gajus V. Worthington | (Principal Executive Officer) | |||
/s/ Vikram Jog | Chief Financial Officer | March 15, 2016 | ||
Vikram Jog | (Principal Financial and Accounting Officer) | |||
(*) | Chairman of the Board of Directors | March 15, 2016 | ||
Samuel D. Colella | ||||
(*) | Director | March 15, 2016 | ||
Gerhard F. Burbach | ||||
(*) | Director | March 15, 2016 | ||
Evan Jones | ||||
(*) | Director | March 15, 2016 | ||
Patrick S. Jones | ||||
(*) | Director | March 15, 2016 | ||
John A. Young | ||||
(*) By: /s/ Vikram Jog | March 15, 2016 | |||
Vikram Jog Attorney-In-Fact | ||||
EXHIBIT INDEX
Exhibit Number | Description |
4.1 | Specimen Common Stock Certificate of the Registrant, which is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-170965), filed with the Commission on February 7, 2011. |
4.2 | 2011 Equity Incentive Plan and related form agreements, which is incorporated herein by reference to Exhibit 10.4 and 10.4A to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-170965), filed with the Commission on January 28, 2011. |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. |
23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). |
24.1 | Power of Attorney (previously filed). |
Exhibit 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
March 15, 2016
Fluidigm Corporation
7000 Shoreline Court, Suite 100
South San Francisco, CA 94080
Re: Registration Statement on Form S‑8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, as amended (the “Registration Statement”) to be filed by Fluidigm Corporation, a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares of your common stock, par value $0.001 per share (the “Shares”), reserved for future issuance pursuant to the 2011 Equity Incentive Plan (the “Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 29, 2016 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Fluidigm Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 15, 2016
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Post-effective Amendment No. 1 to the Registration Statement (Form S-8 No. 333-209904) pertaining to the 2011 Equity Incentive Plan of Fluidigm Corporation of our report dated February 29, 2016, with respect to the consolidated financial statements and schedule of Fluidigm Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission
.
/s/ Ernst & Young LLP
March 15, 2016
Redwood City, California