Massachusetts
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04-3145961
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer [ ]
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Accelerated filer [x]
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Non-accelerated filer [ ]
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Smaller Reporting Company [ ]
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(Do not check if a smaller reporting company)
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed Maximum
Offering Price
per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, par value $0.01 per share (1)
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650,000 (2)
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$22.95
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14,917,500 (3)
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$2,034.75
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Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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Item 3.
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Incorporation of Documents by Reference.
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(a)
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 14, 2013;
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(b)
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The Registrant’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 6, 2013 and for the quarter ended June 30, 2013, filed with the Commission on August 6, 2013;
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(c)
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The Registrant’s Current Reports on Form 8-K, filed with the Commission on January 22, 2013, February 27, 2013, February 28, 2013, May 2, 2013, June 21, 2013 and July 31, 2013; and
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(d)
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The section entitled “Description of Registrant’s Securities to be Registered” contained in the Registrant’s Registration Statement on Form 8-A12B, filed with the Commission on April 7, 2008.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel
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Item 6.
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Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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No.
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Description
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Location
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4.1
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Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-21326), filed with the Commission on March 5, 1993 and incorporated herein by reference.
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4.2
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Certificate of Vote of Directors Establishing a Series of Convertible Preferred Stock
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Filed as an Exhibit to the Company’s Registration Statement on Form 10 (File No. 000-21326), filed with the Commission on March 5, 1993 and incorporated herein by reference.
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4.3
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarterly period ended November 30, 1996 (File No. 000-21326), filed with the Commission on January 14, 1997 and incorporated herein by reference.
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4.4
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 1998 (File No. 001-14027), filed with the Commission on August 14, 1998 and incorporated herein by reference.
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4.5
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 001-14027), filed with the Commission on August 14, 2002 and incorporated herein by reference.
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4.6
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Amended and Restated Certificate of Vote of Directors Establishing a Series of Preferred Stock of the Company classifying and designating the Series B Junior Participating Cumulative Preferred Stock
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Filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-14027), filed with the Commission on April 7, 2008 and incorporated herein by reference.
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4.7
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-14027), filed with the Commission on March 9, 2009 and incorporated herein by reference.
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No.
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Description
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Location
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4.8
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Amended and Restated Bylaws
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Filed as Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 001-14027), filed with the Commission on August 14, 2002 and incorporated herein by reference.
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4.9
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Shareholder Rights Agreement, dated as of April 7, 2008, between the Company and American Stock Transfer & Trust Company
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Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-14027), filed with the Commission on April 7, 2008 and incorporated herein by reference.
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5.1
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Opinion of Goodwin Procter LLP
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Filed herewith.
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Accounting Firm
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Filed herewith.
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23.2
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Consent of Goodwin Procter LLP
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Included in Exhibit 5.1 hereto.
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24.1
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Powers of Attorney
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Included on signature pages to this Registration Statement.
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99.1
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Second Amended and Restated 2003 Stock Option and Incentive Plan
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Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14027), filed with the Commission on June 10, 2011 and incorporated herein by reference.
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99.2
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Amendment to the Second Amended and Restated 2003 Stock Option and Incentive Plan
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Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14027), filed with the Commission on June 21, 2013 and incorporated herein by reference.
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(a)
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The undersigned Registrant hereby undertakes:
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1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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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;
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iii.
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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;
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2)
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That, for the purpose of determining any liability under the Securities Act, 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.
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3)
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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.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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Anika Therapeutics, Inc.
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By:
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/s/ Charles H. Sherwood, Ph.D.
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Charles H. Sherwood, Ph.D.
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President and Chief Executive Officer
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(Principal Executive Officer)
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Signatures
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Title
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Date
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/s/ Charles H. Sherwood, Ph.D.
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President, Chief Executive Officer and Director
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August 13, 2013
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Charles H. Sherwood, Ph.D.
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(Principal Executive Officer)
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/s/ Sylvia Cheung
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Chief Financial Officer and
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August 13, 2013
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Sylvia Cheung
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Treasurer (Principal Financial Officer and
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Principal Accounting Officer)
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/s/ Joseph L. Bower
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Director
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August 13, 2013
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Joseph L. Bower
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/s/ Raymond J. Land
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Director
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August 13, 2013
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Raymond J. Land
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/s/ John C. Moran
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Director
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August 13, 2013
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John C. Moran
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/s/ Jeffery S. Thompson
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Director
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August 13, 2013
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Jeffery S. Thompson
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/s/ Steven E. Wheeler
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Director
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August 13, 2013
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Steven E. Wheeler
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No.
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Description
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Location
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4.1
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Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000-21326), filed with the Commission on March 5, 1993 and incorporated herein by reference.
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4.2
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Certificate of Vote of Directors Establishing a Series of Convertible Preferred Stock
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Filed as an Exhibit to the Company’s Registration Statement on Form 10 (File No. 000-21326), filed with the Commission on March 5, 1993 and incorporated herein by reference.
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4.3
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarterly period ended November 30, 1996 (File No. 000-21326), filed with the Commission on January 14, 1997 and incorporated herein by reference.
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4.4
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 1998 (File No. 001-14027), filed with the Commission on August 14, 1998 and incorporated herein by reference.
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4.5
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 001-14027), filed with the Commission on August 14, 2002 and incorporated herein by reference.
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4.6
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Amended and Restated Certificate of Vote of Directors Establishing a Series of Preferred Stock of the Company classifying and designating the Series B Junior Participating Cumulative Preferred Stock
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Filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-14027), filed with the Commission on April 7, 2008 and incorporated herein by reference.
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4.7
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Amendment to the Restated Articles of Organization
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Filed as Exhibit 3.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 001-14027), filed with the Commission on March 9, 2009 and incorporated herein by reference.
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4.8
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Amended and Restated Bylaws
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Filed as Exhibit 3.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 001-14027), filed with the Commission on August 14, 2002 and incorporated herein by reference.
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4.9
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Shareholder Rights Agreement, dated as of April 7, 2008, between the Company and American Stock Transfer & Trust Company
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Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A12B (File No. 001-14027), filed with the Commission on April 7, 2008 and incorporated herein by reference.
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5.1
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Opinion of Goodwin Procter LLP
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Filed herewith.
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Accounting Firm
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Filed herewith.
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23.2
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Consent of Goodwin Procter LLP
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Included in Exhibit 5.1 hereto.
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24.1
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Powers of Attorney
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Included on signature pages to this Registration Statement.
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99.1
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Second Amended and Restated 2003 Stock Option and Incentive Plan
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Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14027), filed with the Commission on June 10, 2011 and incorporated herein by reference.
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99.2
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Amendment to the Second Amended and Restated 2003 Stock Option and Incentive Plan
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Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-14027), filed with the Commission on June 21, 2013 and incorporated herein by reference.
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