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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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FORM S‑8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

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UROPLASTY, INC.

(Exact name of registrant as specified in its charter)

 

5420 Feltl Road

Minnetonka, Minnesota,  55343

 (Address of principal executive offices and zip code)

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UROPLASTY, INC. 2006 AMENDED STOCK AND INCENTIVE PLAN

(Full title of the plan)

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Brett Reynolds

Vice President, Chief Financial Officer and Treasurer

Uroplasty, Inc.

5420 Feltl Road

Minnetonka, Minnesota,  55343

(952) 426-6140

(Name, address and telephone number of agent for service)

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Copy to:

Thomas Martin

Dorsey & Whitney LLP

Suite 1500

50 South Sixth Street

Minneapolis, MN 55402

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

CALCULATION OF REGISTRATION FEE

 

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers any additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with the terms of the plans.

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Additional Shares; Incorporation by Reference.  This Registration Statement is executed for the purpose of registering 750,000 additional shares of Common Stock of Uroplasty, Inc.  (the “Company”) to be offered pursuant to the terms of its 2006 Amended and Restated Stock and Incentive Plan, as amended.  Our previous Registration Statements on Form S-8, filed September 18, 2006 (File No. 333-137409) and filed May 24, 2012 (File No. 333-181639),  relate to our 2006 Amended and Restated Stock and Incentive Plan and pursuant to General Instruction E, are hereby incorporated by reference.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by Uroplasty, Inc. (the “Company”), are incorporated by reference in this Registration Statement, as of their respective dates:

 

(a)

our annual report on Form 10‑K for the fiscal year ended March 31, 2013, as amended by our Form 10-K/A filed July 23, 2013;

 

(b)

our quarterly reports on Form 10-Q for the quarters ended June 30, 2013 and September 30, 2013;

 

(c)

our current reports on Form 8-K filed April 5, 2013, June 14, 2013, July 3, 2013, August 12, 2013 and September 13, 2013;

 

(b)

the description of our common stock contained in any registration statement or report that we have filed under the Securities Exchange Act of 1934, as amended, including any amendment or report filed for the purpose of updating such description.

 

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to 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 remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.

Indemnification of Directors and Officers.

 

Section 302A.521, subd. 2, of the Minnesota Business Corporation Act (the “MBCA”) requires us to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with us against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding (collectively “Losses”) if, with respect to the same acts or omissions, such person: (1) has not been indemnified by another organization or employee benefit plan for the same Losses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedures have been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person’s official capacity as director, officer, member of a committee of the board or employee, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in a director’s, officer’s or employee’s capacity as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation.

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Our articles of incorporation provide that our directors will not be personally liable to us or our shareholders for monetary damages for any breach of fiduciary duty, except to the extent otherwise not permitted under Section 302A.251 of the Minnesota Business Corporation Act. This provision will not prevent our shareholders from obtaining injunctive or other relief against our directors nor does it shield our directors from liability under federal or state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act) may be permitted to our directors, officers and controlling persons in accordance with the provisions contained in our restated articles of incorporation and bylaws, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We have obtained insurance policies indemnifying us and our directors and officers against certain civil liabilities and related expenses.

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

Item 8.

Exhibits.

 

Item 9.

Undertakings.

 

 

 

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Provided, however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

 

 

 

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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 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 Minnetonka, State of Minnesota, on November  7, 2013.

 

POWER OF ATTORNEY

 

The officers and directors of Uroplasty, Inc., whose signatures appear below, hereby constitute and appoint Robert C Kill and Brett A. Reynolds, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute on behalf of the undersigned, any amendment or amendments to this Registration Statement of Uroplasty, Inc., and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof.

 

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

 

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Exhibit Index to

Form S‑8

UROPLASTY, INC.

 

 

 

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