SEC Form S-8 filed by Pacific Biosciences of California Inc.
$PACB
Biotechnology: Laboratory Analytical Instruments
Industrials
As filed with the Securities and Exchange Commission on August 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________________________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________________________________________________________________
Pacific Biosciences of California, Inc.
(Exact name of registrant as specified in its charter)
________________________________________________________________________________
| Delaware | 16-1590339 | ||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
1305 O’Brien Drive Menlo Park, CA 94025 | |||||||||||||||||
| (Address of principal executive offices) | |||||||||||||||||
Pacific Biosciences of California, Inc. 2020 Equity Incentive Plan
(Full title of the plan)
Christian O. Henry
Chief Executive Officer and President
1305 O’Brien Drive
Menlo Park, CA 94025
(Name and address of agent for service)
(650) 521-8000
(Telephone number, including area code, of agent for service)
Copies to:
Andrew D. Hoffman
Zachary B. Myers
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
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 | o | Accelerated filer | x | |||||||||||||||||||||||||||||||||||||||||
| Non-accelerated filer | o | Smaller reporting company | o | |||||||||||||||||||||||||||||||||||||||||
| Emerging growth company | o | |||||||||||||||||||||||||||||||||||||||||||
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. o
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 23,000,000 shares of common stock that were reserved for issuance under Pacific Biosciences of California, Inc.’s (the “Company’s”) 2020 Equity Incentive Plan (the “2020 EIP”). The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) registration statements on Form S-8 on August 6, 2020 (SEC File No. 333-241687), May 26, 2022 (SEC File No. 333-265249) and June 20, 2024 (SEC File No. 333-280353) (the “Prior Registration Statements”) registering shares of Common Stock issuable under the 2020 EIP. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The documents containing the information specified in Item 1 and Item 2 of this Registration Statement on Form S-8 (the “Registration Statement”) will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to the Registration Statement, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pacific Biosciences of California, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form 10-K for its fiscal year ended December 31, 2024, filed with the Commission on March 17, 2025 (the “FY 2024 Form 10-K”) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(2) The information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 from the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 23, 2025;
(3) The Registrant’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2025 and its Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2025, filed with the Commission on May 12, 2025 and August 7, 2025, respectively, pursuant to Section 13(a) of the Exchange Act;
(4) All other reports filed with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than the portions of these documents not deemed to be filed); and
(5) The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-34899) filed with the Commission on October 6, 2010, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description, including Exhibit 4.2 to the FY 2024 Form 10-K.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
The Registrant’s certificate of incorporation contains provisions that limit the liability of its directors and certain of its officers for monetary damages to the fullest extent permitted by the Delaware General Corporation Law. Consequently, the Registrant’s directors and certain of its officers will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as directors or officers, except liability for the following:
•any breach of their duty of loyalty to us or our stockholders;
•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•with respect to a director, unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law;
•any transaction from which they derived an improper personal benefit; or
•with respect to an officer, any action by or in the right of the corporation.
Under Delaware law, these officers include the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, chief accounting officer, any officer identified in the Registrant’s public filings with the Commission as a named executive officer, and any other officer who has consented to being identified as an officer for purposes of service of process in Delaware.
Any repeal, amendment or elimination of these provisions by our stockholders or by changes in law, or the adoption of any other provision of the Registrant’s certificate of incorporation inconsistent with these provisions will not adversely affect any right or protection of the Registrant’s directors or officers existing at the time of such repeal, amendment, elimination or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal, amendment, elimination or adoption of such inconsistent provision. If the Delaware General Corporation Law is amended to authorize corporation action further eliminating or limiting the personal liability of directors or officers of corporations, then the personal liability of the Registrant’s directors or officers will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
In addition, the Registrant’s bylaws provide that the Registrant will indemnify its directors and officers, and may indemnify its employees, agents and any other persons, to the fullest extent permitted by the Delaware General Corporation Law. The Registrant’s bylaws also provide that it must advance expenses actually and reasonably incurred by a director or officer in advance of the final disposition of any threatened, pending or completed action, suit or proceeding, subject to limited exceptions.
Further, the Registrant has entered into indemnification agreements with each of its directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law and pursuant to the Registrant’s bylaws. These indemnification agreements require the Registrant to, among other things, indemnify its directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also generally require the Registrant to advance all expenses incurred by its directors and executive officers in investigating or defending any such action, suit or proceeding. The Registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
The limitation of liability and indemnification provisions in the Registrant’s certificate of incorporation, bylaws and indemnification agreements may discourage stockholders from bringing a lawsuit against its directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against the Registrant’s directors and officers, even though an action, if successful, might benefit the Registrant and other
stockholders. Further, a stockholder’s investment may be adversely affected to the extent that the Registrant pays the costs of settlement and damage awards against its directors and officers as required by these indemnification provisions.
The Registrant has obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to its directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to the Registrant with respect to payments that may be made by the Registrant to its directors and officers pursuant to the Registrant’s indemnification obligations or otherwise as a matter of law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Index
| Incorporated by reference herein | ||||||||||||||||||||||||||||||||||||||||||||
| Exhibit No. | Description | Form | Exhibit No. | Filing Date | ||||||||||||||||||||||||||||||||||||||||
| 10-K | 3.1 | March 23, 2011 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 3.1 | June 20, 2024 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 3.2 | June 20, 2024 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 3.1 | November 7, 2022 | ||||||||||||||||||||||||||||||||||||||||||
| S-1/A | 4.1 | October 1, 2010 | ||||||||||||||||||||||||||||||||||||||||||
| 10-K | 4.2 | March 17, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 10.1 | June 6, 2025 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 10.2 | June 20, 2024 | ||||||||||||||||||||||||||||||||||||||||||
| 8-K | 10.3 | June 20, 2024 | ||||||||||||||||||||||||||||||||||||||||||
_____________________
| + | Indicates management contract or compensatory plan, contract or arrangement. | ||||
| * | Filed herewith. | ||||
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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(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 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 Exchange Act of 1934 that are incorporated by reference in the 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.
(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 registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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) 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 registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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.
Signatures
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 Menlo Park, State of California, on August 7, 2025.
| PACIFIC BIOSCIENCES OF CALIFORNIA, INC. | ||||||||||||||||||||||||||
| By: | /s/ Jim R. Gibson | |||||||||||||||||||||||||
| Jim R. Gibson | ||||||||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christian O. Henry, Jim R. Gibson, Brett Atkins and Michele Farmer, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 of Pacific Biosciences of California, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for 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 any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||||||||||||||
| /s/ Christian O. Henry | Director, President and Chief Executive Officer (Principal Executive Officer) | August 7, 2025 | ||||||||||||||||||||||||
| Christian O. Henry | ||||||||||||||||||||||||||
| /s/ Jim R. Gibson | Chief Financial Officer (Principal Financial Officer) | August 7, 2025 | ||||||||||||||||||||||||
| Jim R. Gibson | ||||||||||||||||||||||||||
| /s/ Michele Farmer | Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 7, 2025 | ||||||||||||||||||||||||
| Michele Farmer | ||||||||||||||||||||||||||
| /s/ John F. Milligan | Chairman of the Board of Directors | August 7, 2025 | ||||||||||||||||||||||||
| John F. Milligan | ||||||||||||||||||||||||||
| /s/ William W. Ericson | Director | August 7, 2025 | ||||||||||||||||||||||||
| William W. Ericson | ||||||||||||||||||||||||||
| /s/ Randall S. Livingston | Director | August 7, 2025 | ||||||||||||||||||||||||
| Randall S. Livingston | ||||||||||||||||||||||||||
| /s/ Marshall L. Mohr | Director | August 7, 2025 | ||||||||||||||||||||||||
| Marshall L. Mohr | ||||||||||||||||||||||||||
| /s/ Kathy Ordoñez | Director | August 7, 2025 | ||||||||||||||||||||||||
| Kathy Ordoñez | ||||||||||||||||||||||||||
| /s/ Lucy Shapiro | Director | August 7, 2025 | ||||||||||||||||||||||||
| Lucy Shapiro | ||||||||||||||||||||||||||
| /s/ Christopher M. Smith | Director | August 7, 2025 | ||||||||||||||||||||||||
| Christopher M. Smith | ||||||||||||||||||||||||||
| /s/ Hannah A. Valantine | Director | August 7, 2025 | ||||||||||||||||||||||||
| Hannah A. Valantine | ||||||||||||||||||||||||||