blfs_s8.htm
 
As filed with the Securities and Exchange Commission on June 19, 2015
  Registration No. 333-
 
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

BioLife Solutions, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of Incorporation or organization)
  
94-3076866
(I.R.S. Employer Identification No.)
 
3303 Monte Villa Parkway
Bothell, WA 98021
(425) 402-1400
Address of Principal Executive Offices

BioLife Solutions, Inc. Amended & Restated 2013 Performance Incentive Plan
 
(Full titles of the plans)
 
 
DL Services, Inc.
701 Fifth Avenue, Suite 6100
Seattle, Washington 98104
(Name and address of agent for service)
(206) 903-8800
(Telephone number, including area code, of agent for service)
 
With a copy to
Christopher Doerksen
Dorsey & Whitney LLP
701 Fifth Avenue, Suite 6100
Seattle, WA 98104
(206) 903-8800
  

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.

Large accelerated filer o                                                                                                           Accelerated filer o
Non-accelerated filer o  (Do not check if a smaller reporting company)                       Smaller reporting company x
 
 
 
 
 
 
 

CALCULATION OF REGISTRATION FEE

 
Title of Each Class of
Securities to be Registered
  
 
Amount to
be Registered(1)
    
 
Proposed Maximum Offering Price Per Share
  
 
Proposed Maximum Aggregate Offering Price
 
Amount of Registration Fee
Common Shares, $0.001 par value(2)
     1,239,809     $ US$2.06 (3)
US$2,554,007
US$297
Common Shares, $0.001 par value(2)
     1,819,119     $ US$2.175 (4)
US$3,956,584
US$460
Total
     3,058,928          
US$6,510,591
US$757

(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become available for issuance under the plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction.
(2)
Represents Common Shares, $0.001 par value, issuable pursuant to the to the BioLife Solutions, Inc. Amended & Restated 2013 Performance Incentive Plan (the “Plan”).
(3)
The proposed maximum offering price per share and registration fee were calculated in accordance with Rule 457(h) based on the price at which the options may be exercised.
(4)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and 457(c).  The proposed maximum offering price per share and registration fee were calculated in accordance with Rule 457(c) and (h) based on the average high and low prices for the Registrant’s common shares as reported on the NASDAQ Capital Market on  June 12, 2015.
 
 
 
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EXPLANATORY NOTE
 
This registration statement on Form S-8 registers the offer and sale of common shares of BioLife Solutions, Inc. (the “Registrant”) pursuant to the exercise of awards granted under the Registrant’s Amended and Restated 2013 Performance Incentive Plan.

 
PART II.                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.
 
The documents listed below are incorporated by reference in this registration statement.

 
(a)
The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on March 12, 2015, pursuant to the Exchange Act;
 
 
(b)
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the annual report referred to in (a) above; and
 
 
(c)
The description of the Company’s common stock contained in the Company’s registration statement on Form 8-A, as filed with the Commission on March 19, 2014 under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
 
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) after the date hereof and prior to the filing of a post-effective amendment that indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the 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 by reference herein modifies or supersedes such 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.

Item 4.  Description of Securities.
 
Not applicable

Item 5.  Interests of Named Experts and Counsel.
 
None

Item 6.  Indemnification of Directors and Officers.
 
As permitted by the Delaware General Corporation Law, the Registrant’s certificate of incorporation eliminates the liability of directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent otherwise required by the Delaware General Corporation Law.

The certificate of incorporation further provides that the Registrant will indemnify any person who is or was made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Registrant against expenses, judgments, fines, penalties and amounts paid in settlement incurred in connection therewith to the fullest extent authorized by the Delaware General Corporation Law. The Registrant’s bylaws provide for a similar indemnity to directors and officers of the Registrant to the fullest extent authorized by the Delaware General Corporation Law.
 
 
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The Registrant’s bylaws authorize the Registrant’s board of directors to enter into indemnification contracts with each of its officers and directors.  The Registrant has entered into indemnification agreements with certain of its directors and executive officers (the “Indemnitees”).  These indemnification agreements require the Registrant to indemnify each Indemnitee to the fullest extent permitted by applicable law and to any greater extent as such law may thereafter be amended to increase the scope of such permitted indemnification.  Among other things, if the Indemnitee meets the standard of conduct under applicable law, the Registrant must indemnify the Indemnitee against certain expenses (including attorney’s fees), damages, losses, liabilities, judgments, fines and other amounts paid or payable in settlement for any claim by reason or arising out of the fact that Indemnitee is or was a director, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another entity.  The indemnification agreements also provide that the Indemnitee has the right to advancement by the Registrant of any and all expenses actually and reasonably paid or incurred by the Indemnitee, and require that that Indemnitee repay such amounts to the Registrant if the Indemnitee is ultimately determined not to be entitled to indemnification from the Registrant.

The Registrant’s bylaws also authorize the Registrant to maintain insurance to protect any director or officer against any expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. The Registrant maintains such insurance.

Item 7.  Exemption from Registration Claimed.
 
Not Applicable

Item 8.  Exhibits.
 
Exhibit Number
Exhibit
4.1
BioLife Solutions, Inc. Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on March 24, 2015)
5.1
Opinion and Dorsey & Whitney LLP
23.1
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2
Consent of Peterson Sullivan LLP
24.1
Power of Attorney (included in signature page)
 
Item 9.  Undertakings.
 
 
A.  
The undersigned Registrant hereby undertakes:
 
(1)  
to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
(i)  
to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
(ii)  
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
 
 
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(iii)  
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
 
(2)  
that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
 
(3)  
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
B.  
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
C.  
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


 
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SIGNATURES
 
The Registrant.  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 Bothell, State of Washington, on this 19th day of June, 2015.
 
 
BIOLIFE SOLUTIONS, INC.
  
       
 
 By: /s/  Daphne Taylor  
  Name: Daphne Taylor  
  Title: Chief Financial Officer  
       

 
POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Rice and Daphne Taylor, or either of them as the undersigned’s true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto, and other documents in connection therewith to this registration statement and any related registration statements necessary to register additional securities and to file the same with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

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 dates indicated.
 
 
Signature
 
  
Title
 
Date
       
       
/s/ Michael Rice  
  
President, Chief Executive Officer and Director
June 19, 2015
Michael Rice   (Principal Executive Officer)  
       
/s/ Daphne Taylor 
  
Chief Financial Officer
June 19, 2015
Daphne Taylor   (Principal Financial Officer and Principal Accounting Officer)  
       
 /s/ Raymond Cohen 
  
Chairman of the Board of Directors
June 19, 2015
Raymond Cohen      
       
/s/ Thomas Girshweiler 
  
Director
June 19, 2015
Thomas Girschweiler      
       
/s/ Andrew Hinson 
  
Director
June 19, 2015
Andrew Hinson      
       
/s/ Joseph Schick 
  
Director
June 19, 2015
Joseph Schick      
       
/s/ Rick Stewart 
  
Director
June 19, 2015
Rick Stewart      
 

 
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EXHIBIT INDEX

Exhibit Number
Exhibit
4.1
BioLife Solutions, Inc. Amended and Restated 2013 Performance Incentive Plan (incorporated by reference to Appendix A of the Registrant’s Definitive Proxy Statement filed on March 24, 2015)
5.1
Opinion and Dorsey & Whitney LLP
23.1
Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
23.2
Consent of Peterson Sullivan LLP
24.1
Power of Attorney (included in signature page)
 
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