Delaware | 04-3454702 | |
(State or Other Jurisdiction of Incorporation or | (I.R.S. Employer | |
Organization) | Identification No.) | |
439 South Union Street | ||
Lawrence, Massachusetts | 01843 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large
accelerated filer o
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Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Title of | Proposed Maximum | Proposed Maximum | ||||||||||||||||||||
Securities to be | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||||||||||
Registered | Registered(1) | Share | Price | Registration Fee | ||||||||||||||||||
Common Stock, $.001 par value per share |
4,000,000 | (2) | $ | 18.165 | (3) | $ | 72,660,000 | (3) | $ | 8,435.83 | ||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover an indeterminate number of additional shares of common stock that may become issuable under the 2005 Stock Incentive Plan (the Plan) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding common shares. | |
(2) | Consists of an additional 4,000,000 shares issuable under the Plan. | |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market on August 1, 2011. |
PART II | ||||||||
Item 3. Incorporation of Documents by Reference | ||||||||
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EX-5.1 | ||||||||
EX-23.2 |
NXSTAGE MEDICAL, INC. |
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By: | /s/ Jeffrey H. Burbank | |||
Jeffrey H. Burbank | ||||
President, Chief Executive Officer | ||||
Signature | Title | Date | ||||
/s/ Jeffrey H. Burbank
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President, Chief Executive Officer and Director | August 3, 2011 | ||||
( Principal executive officer ) | ||||||
/s/ Robert S. Brown
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Chief Financial Officer | August 3, 2011 | ||||
( Principal accounting and financial officer ) | ||||||
/s/ Philippe O. Chambon
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Director | August 3, 2011 | ||||
/s/ Daniel A. Giannini
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Director | August 3, 2011 | ||||
/s/ Nancy J. Ham
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Director | August 3, 2011 | ||||
/s/ Earl R. Lewis
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Director | August 3, 2011 | ||||
/s/ Craig W. Moore
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Director | August 3, 2011 | ||||
/s/ Reid S. Perper
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Director | August 3, 2011 | ||||
/s/ David S. Utterberg
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Director | August 3, 2011 | ||||
/s/ Barry M. Straube
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Director | August 3, 2011 |
Number | Description | |||
4.1 | (1) | Restated Certificate of Incorporation of the Registrant |
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4.2 | (1) | Amended and Restated By-Laws of the Registrant |
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4.3 | (2) | 2005 Stock Incentive Plan, as amended |
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4.4 | (3) | Amendment No. 3 to 2005 Stock Incentive Plan |
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5.1 | Opinion of Hogan Lovells US LLP, counsel to the Registrant |
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23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) |
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23.2 | Consent of Ernst & Young LLP |
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24.1 | Power of attorney (included on the signature pages of this registration statement) |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-126711), and incorporated herein by reference. | |
(2) | Previously filed with the Securities and Exchange Commission as Appendix B to the Registrants Definitive Proxy Statement (File No. 000-51567) filed on April 28, 2011, and incorporated herein by reference. | |
(3) | Previously filed with the Securities and Exchange Commission as Appendix A to the Registrants Definitive Proxy Statement (File No. 000-51567) filed on April 28, 2011, and incorporated herein by reference. |