As filed with the Securities and Exchange Commission on August 3, 2011

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

NXSTAGE MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		04-3454702
(State or Other Jurisdiction of Incorporation or		(I.R.S. Employer
Organization)		Identification No.)
439 South Union Street
Lawrence, Massachusetts		01843
(Address of Principal Executive Offices)		(Zip Code)

2005 Stock Incentive Plan
(Full Title of the Plan)

Jeffrey H. Burbank
President and Chief Executive Officer
439 South Union Street
Lawrence, Massachusetts 01843
(Name and Address of Agent For Service)

(978) 687-4700
(Telephone Number, Including Area Code, of Agent For Service)

     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. (Check one):

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

	Title of								Proposed Maximum					Proposed Maximum
	Securities to be			Amount to be					Offering Price Per					Aggregate Offering					Amount of
	Registered			Registered(1)					Share					Price					Registration Fee
	Common Stock, $.001 par value per share				4,000,000	(2)			$	18.165	(3)			$	72,660,000	(3)			$	8,435.83

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register 4,000,000 additional shares of common stock (“Common Stock”) issuable under the 2005 Stock Incentive Plan (the “Plan”). An aggregate of 9,471,495 shares of Common Stock were previously registered on Registration Statements on Form S-8 (Registration No. 333-160109, filed on June 19, 2009, Registration No. 333-151857, filed on June 23, 2008, Registration No. 333-149225, filed on February 14, 2008, Registration No. 333-141804, filed on April 2, 2007 and Registration No. 333-130241, filed on December 9, 2005) (the “Initial Forms S-8”). As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Initial Forms S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

In accordance with General Instruction E to Form S-8, the contents of the Initial Forms S-8 are hereby incorporated into this Registration Statement by reference.

Item 8. Exhibits.

The Exhibit Index contained in this Registration Statement is incorporated herein by reference.

SIGNATURES

     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 Lawrence, Massachusetts on this 3rd day of August, 2011.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of NxStage Medical, Inc., hereby severally constitute and appoint Jeffrey H. Burbank and Winifred L. Swan, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable NxStage Medical, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

     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/ Jeffrey H. Burbank   Jeffrey H. Burbank				President, Chief Executive Officer and Director		August 3, 2011
				( Principal executive officer )
/s/ Robert S. Brown   Robert S. Brown				Chief Financial Officer		August 3, 2011
				( Principal accounting and financial officer )
/s/ Philippe O. Chambon   Philippe O. Chambon				Director		August 3, 2011
/s/ Daniel A. Giannini   Daniel A. Giannini				Director		August 3, 2011
/s/ Nancy J. Ham   Nancy J. Ham				Director		August 3, 2011
/s/ Earl R. Lewis   Earl R. Lewis				Director		August 3, 2011
/s/ Craig W. Moore   Craig W. Moore				Director		August 3, 2011
/s/ Reid S. Perper   Reid S. Perper				Director		August 3, 2011
/s/ David S. Utterberg   David S. Utterberg				Director		August 3, 2011
/s/ Barry M. Straube   Barry M. Straube				Director		August 3, 2011

INDEX TO EXHIBITS

Number				Description
	4.1	(1)		Restated Certificate of Incorporation of the Registrant
	4.2	(1)		Amended and Restated By-Laws of the Registrant
	4.3	(2)		2005 Stock Incentive Plan, as amended
	4.4	(3)		Amendment No. 3 to 2005 Stock Incentive Plan
	5.1			Opinion of Hogan Lovells US LLP, counsel to the Registrant
	23.1			Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
	23.2			Consent of Ernst & Young LLP
	24.1			Power of attorney (included on the signature pages of this registration statement)