S-8 1 d103785ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 12, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ASPEN AEROGELS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   04-3559972

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

30 Forbes Road, Building B

Northborough, Massachusetts 01532

(508) 691-1111

(Address, including zip code, of principal executive offices)

ASPEN AEROGELS, INC. 2014 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Donald R. Young

President and Chief Executive Officer

Aspen Aerogels, Inc.

30 Forbes Road, Building B

Northborough, Massachusetts 01532

(508) 691-1111

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

 

 

Copies to:

Sahir Surmeli, Esq.

John T. Rudy, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

Facsimile: (617) 542-2241

 

 

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      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

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 (2)

 

Amount of

Registration Fee

Common Stock, par value $0.00001 per share

  556,433 shares   $21.28   $11,840,894.24   $1,291.84

 

 

(1)

The number of shares of common stock, par value $0.00001 per share (“Common Stock”), of Aspen Aerogels, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the Aspen Aerogels, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”) by operation of the 2014 Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2014 Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the 2014 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2014 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on the New York Stock Exchange as of a date (March 5, 2021) within five business days prior to filing this Registration Statement.

 

 

 


EXPLANATORY NOTE

This Registration Statement registers an aggregate of 556,433 additional shares of the Registrant’s common stock reserved under the Aspen Aerogels, Inc. 2014 Employee, Director and Consultant Equity Incentive Plan (the “2014 Plan”), representing an increase of 556,433 shares reserved under the 2014 Plan effective January 1, 2021 by operation of the 2014 Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-198124). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-198124) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Exhibit
Number

  

Exhibit Description

  

Filed
Herewith

  

Incorporated
by Reference
herein from
Form or
Schedule

  

Filing Date

  

SEC File/
Reg. Number

  4.1    Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on June  18, 2014.      

8-K

(Exhibit 3.2)

   6/19/2014    001-36481
  4.2    Restated Bylaws of the Registrant.      

8-K

(Exhibit 3.3)

   6/19/2014    001-36481
  4.3    Form of common stock certificate.      

S-1/A

(Exhibit 4.1)

   5/14/2014    333-195523
  4.4    2014 employee, director and consultant equity incentive plan.      

S-8

(Exhibit 99.10)

   8/13/2014    333-198124
  4.5    Form of stock option agreement under 2014 employee, director and consultant equity incentive plan.      

S-1/A

(Exhibit 10.2.2)

   5/14/2014    333-195523
  4.6    Form of restricted stock unit agreement for executive officers under 2014 employee, director and consultant equity incentive plan.      

10-Q

(Exhibit 10.3)

   11/7/2014    001-36481
  4.7    Form of restricted stock agreement for directors under 2014 employee, director and consultant equity incentive plan.      

S-1/A

(Exhibit 10.2.3)

   5/14/2014    333-195523



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 Northborough, Massachusetts on March 12, 2021.

 

ASPEN AEROGELS, INC.
By  

/s/ Donald R. Young

  Donald R. Young
  President and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Donald R. Young, John F. Fairbanks and Poongunran Muthukumaran, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Aspen Aerogels, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute 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/ Donald R. Young

Donald R. Young

   President, Chief Executive Officer and Director (principal executive officer)   March 12, 2021

/s/ John F. Fairbanks

John F. Fairbanks

   Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)   March 12, 2021

/s/ William P. Noglows

William P. Noglows

   Chairman of the Board   March 12, 2021

/s/ Rebecca B. Blalock

Rebecca B. Blalock

   Director   March 12, 2021

/s/ Robert M. Gervis

Robert M. Gervis

   Director   March 12, 2021


/s/ Steven R. Mitchell

Steven R. Mitchell

   Director   March 12, 2021

/s/ Mark L. Noetzel

Mark L. Noetzel

   Director   March 12, 2021

/s/ Richard F. Reilly

Richard F. Reilly

   Director   March 12, 2021