As filed with the Securities and Exchange Commission on October 23, 2019
Registration No. 333- ��
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEXTGEN HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)
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California |
| 95-2888568 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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18111 Von Karman Avenue, Suite 800 Irvine, California |
| 92612 |
(Address of Principal Executive Offices) |
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Amended 2015 Equity Incentive Plan
(Full title of the plan)
Jeffrey Linton
Executive Vice President, General Counsel & Secretary
NextGen Healthcare, Inc.
18111 Von Karman Avenue, Suite 800
Irvine, California 92612
(949) 255-2600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas Welk, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
Tel: (858) 550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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| Emerging growth company |
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
| Amount to be registered (1) |
| Proposed maximum offering price per share (2) |
| Proposed maximum aggregate offering price (2) |
| Amount of registration fee |
Amended 2015 Equity Incentive Plan |
| 3,575,000 shares (3) |
| $15.79 |
| $56,449,250 |
| $7,328 |
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(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, $0.01 par value per share (the “Common Stock”), that become issuable under the NextGen Healthcare, Inc. Amended 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low sales prices of the Registrant’s Common Stock on October 16, 2019, as reported on the Nasdaq Global Select Market. |
(3) | Represents shares of the Registrant’s Common Stock that were added to the 2015 Plan pursuant to an amendment to such plan approved by the Registrant’s shareholders at the Registrant’s Annual Meeting of Shareholders on August 15, 2019. |
This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the 2015 Plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT
The Registrant previously registered shares of its Common Stock for issuance under the 2015 Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on August 17, 2015 (File No. 333-206419) and on October 26, 2017 (File No. 333-221145). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
ITEM 8. | EXHIBITS. | |
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Exhibit Number |
| Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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5.1 |
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23.1 |
| Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP. |
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23.2 |
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24.1 |
| Power of Attorney. Reference is made to the signature page hereto. |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Irvine, State of California, on October 23, 2019.
NextGen Healthcare, INC.
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By: |
| /s/ John R. Frantz |
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| John R. Frantz |
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| Chief Executive Officer (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Frantz and James R. Arnold, Jr., each of them acting individually, as his or her true and lawful attorneys-in-fact and agents with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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| Date |
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/s/ Jeffrey H. Margolis Jeffrey H. Margolis |
| Chairman of the Board and Director |
| October 23, 2019 |
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/s/ Craig A. Barbarosh Craig A. Barbarosh |
| Vice Chairman of the Board and Director |
| October 23, 2019 |
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/s/ John R. Frantz John R. Frantz |
| Chief Executive Officer (Principal Executive Officer) and Director |
| October 23, 2019 |
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/s/ James R. Arnold, Jr. James R. Arnold, Jr. |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| October 23, 2019 |
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/s/ George H. Bristol George H. Bristol |
| Director |
| October 23, 2019 |
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/s/ Julie D. Klapstein Julie D. Klapstein |
| Director |
| October 23, 2019 |
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James C. Malone |
| Director |
| October 23, 2019 |
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/s/ Morris Panner Morris Panner |
| Director |
| October 23, 2019 |
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/s/ Sheldon Razin Sheldon Razin |
| Chairman Emeritus and Director |
| October 23, 2019 |
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/s/ Lance E. Rosenzweig Lance E. Rosenzweig |
| Director |
| October 23, 2019 |