As filed with the Securities and Exchange Commission on June 10, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFUSYSTEM HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-3341405 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
InfuSystem Holdings, Inc.
31700 Research Park Drive
Madison Heights, Michigan 48071
(Address of Principal Executive Offices)(Zip Code)
InfuSystem Holdings, Inc.
2007 Stock Incentive Plan
(Full Title of the Plan)
Sean McDevitt
Chief Executive Officer
InfuSystem Holdings, Inc.
31700 Research Park Drive
Madison Heights, Michigan 48071
(Name and address of agent for service)
(248) 291-1210
(Telephone number, including area code, of agent for service)
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 ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Fee | ||||
| Common Stock, par value $0.0001 per share |
3,000,000 shares | $2.18 | $6,540,000 | $759.29 | ||||
| (1) | Pursuant to Rule 416(a) under 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 issuable pursuant to the InfuSystem Holdings, Inc. 2007 Stock Incentive Plan as a result of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Calculated pursuant to paragraphs (c) and (h) of Rule 457 (based upon the average of the high and low prices for the Common Stock as reported by the NYSE AMEX on June 9, 2011). The foregoing calculation is solely for the purpose of determining the registration fee. |
| (3) | Based on the proposed maximum offering price per share, calculated as described in footnote (2) above. |
INCORPORATION BY REFERENCE
Pursuant to the InfuSystem Holdings, Inc. 2007 Stock Incentive Plan (the “Plan”), InfuSystem Holdings, Inc. (the “Registrant”) is registering an additional 3,000,000 shares of its common stock, par value $0.0001 per share (“Common Stock”). The Registrant has previously registered an aggregate of 2,000,000 shares of Common Stock pursuant to a Registration Statement on Form S-8 respecting the Plan, filed with the Securities and Exchange Commission (the “Commission”) on April 3, 2008 (File No. 333-150066). The contents of such Registration Statement on Form S-8 are hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Madison Heights, Michigan on June 10, 2011.
| INFUSYSTEM HOLDINGS, INC. | ||
| By: | /s/ Sean McDevitt | |
| Name: |
Sean McDevitt | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Sean McDevitt and James M. Froisland, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or supplements to this Registration Statement (including registration statements filed pursuant to Rule 462(b) under the Securities Act), whether pre-effective or post-effective, and to file the same with all exhibits thereto and other documents in connection therewith, with the 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 necessary or appropriate to be done with respect to this Registration Statement or any amendments or supplements hereto in the premises, as fully to all intents and purposes as he 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 substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons, in the capacities and on June 10, 2011.
| Signature |
Title | |||
| /s/ Sean McDevitt Sean McDevitt |
Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |||
| /s/ James M. Froisland James M. Froisland |
Chief Financial Officer (Principal Financial and Accounting Officer) | |||
| /s/ David Dreyer David Dreyer |
Director | |||
| /s/ Timothy Kopra Timothy Kopra |
Director | |||
| /s/ Pat LaVecchia Pat LaVecchia |
Director | |||
| /s/ Jean-Pierre Millon Jean-Pierre Millon |
Director | |||
| /s/ John Voris John Voris |
Director | |||
| /s/ Wayne Yetter Wayne Yetter |
Director | |||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 4.1 | InfuSystem Holdings, Inc. 2007 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on April 3, 2008 (File No. 333-150066)). | |
| 5.1* | Opinion of Morgan, Lewis & Bockius LLP | |
| 23.1* | Consent of Deloitte & Touche LLP | |
| 24 | Power of Attorney (included on the signature page to this Registration Statement) | |
| * | Filed herewith |