As filed with the Securities and Exchange Commission on July 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
|
|
|
|
ACM
RESEARCH, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
94-3290283
|
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.
|
|
Incorporation or organization)
|
|
|
|
42307 Osgood Road, Suite I
|
|
|
|
Fremont, California
|
|
94539
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
|
|
|
2016 Omnibus Incentive Plan
(Full title of the plan)
|
|
|
|
David H. Wang
Chief Executive Officer and President
ACM Research, Inc.
42307 Osgood Road, Suit I
Fremont, California 94539
(510) 445-3700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With a copy to:
Mark L. Johnson
K&L Gates LLP
One Lincoln Street
Boston, MA 02111
(617) 261-3260
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 revise 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
|
|
Class A common
stock, $0.0001 par value per share
|
640,149
|
$16.82
|
$10,769,706.74
|
$1,305.29
|
(1)
Consists of
additional shares available for issuance under the
registrant’s 2016 Omnibus Incentive Plan as the result of an
annual increase effective as of January 1, 2019. In accordance with
Rule 416 under the Securities Act of 1933, this registration
statement shall be deemed to cover any additional securities that
may from time to time be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.
(2)
Estimated solely
for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act of 1933 and based
upon the average of the high and low prices of the
registrant’s Class A common stock as reported on The NASDAQ
Global Market on July 17, 2019.
2
STATEMENT OF INCORPORATION BY REFERENCE
This
Registration Statement on Form S-8 relating to the 2016 Omnibus
Incentive Plan of the registrant is being filed for the purpose of
registering additional securities of the same class as other
securities for which a Registration Statement on Form S-8 has
previously been filed and is effective. Pursuant to General
Instruction E to Form S-8, except as otherwise set forth below,
this Registration Statement incorporates by reference the contents
of the Registration Statement on Form S-8, File No. 333-222702,
filed by the registrant with the Securities and Exchange Commission
on January 25, 2018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
Restated
Certificate of Incorporation of ACM Research, Inc.
|
|
|
|
Restated
Bylaws of ACM Research, Inc.
|
|
|
|
Opinion
of K&L Gates LLP
|
|
|
|
Consent
of BDO China Shu Lun Pan Certified Public Accountants
LLP
|
|
|
|
Consent
of K&L Gates LLP (included in Exhibit 5.01)
|
|
|
|
Power
of Attorney (included on the signature page of this registration
statement)
|
|
|
|
ACM
Research, Inc. 2016 Omnibus Incentive Plan
|
3
SIGNATURE
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 the City of Fremont,
State of California, as of July 12, 2019.
|
|
ACM
RESEARCH, INC.
|
|
|
|
|
|
|
|
|
|
|
/s/ David H. Wang |
|
|
|
|
David H. Wang |
|
|
|
|
Chief Executive Officer and President |
|
POWER OF ATTORNEY AND
SIGNATURES
KNOW
ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints David H. Wang, Lisa Feng and
Mark McKechnie, or any of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to file and sign any and all
amendments, including post-effective amendments and any
registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act of 1933 to this
registration statement, 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 connection therewith 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 their substitute or substitutes
may lawfully do or cause to be done by virtue hereof. This power of
attorney shall be governed by and construed with the laws of the
State of Delaware and applicable federal securities
laws.
Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons on behalf of the registrant in the capacities and on the
dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ David H.
Wang
|
|
Chief
Executive Officer, President
|
|
July
12, 2019
|
|
David
H. Wang
|
|
and
Chair of the Board(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Lisa Feng
|
|
Interim Chief
Financial Officer,
|
|
July
23, 2019
|
|
Lisa
Feng
|
|
Chief
Accounting Officer and Treasurer(Principal Financial and Accounting
Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Haiping
Dun
|
|
Director
|
|
July
10, 2019
|
|
Haiping
Dun
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
Chenming
Hu
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Tracy
Liu
|
|
Director
|
|
July 13, 2019
|
|
Tracy
Liu
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Yinan
Xiang
|
|
Director
|
|
July 18, 2019
|
|
Yinan
Xiang
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
Zhengfan
Yang
|
|
|
|
|
4
Exhibit 5.01
July
22, 2019
ACM Research, Inc.
42307
Osgood Road, Suite I
Fremont,
California 94539
Ladies
and Gentlemen:
We are
counsel to ACM Research, Inc., a Delaware corporation (the
“Company”), and
we have acted as counsel to the Company in connection with the
preparation of the Registration Statement on Form S-8 (the
“Registration
Statement”) to be filed by the Company with the
Securities and Exchange Commission for the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of
640,149 shares (the “Shares”) of the Company’s
Class A common stock, $0.0001 par value per share, which are to be
issued from time to time in connection with the Company’s the
2016 Omnibus Incentive Plan (the “Plan”).
This
opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities
Act.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of
rendering that opinion, we have examined copies of the Plan, the
Registration Statement, the Company’s Restated Certificate of
Incorporation and Restated Bylaws, and the corporate actions of the
Company that provide for the issuance of the Shares, and we have
made such other investigation as we have deemed appropriate. We
also have examined and relied upon certificates of public officials
and, in rendering our opinion, we have made the assumptions that
are customary in opinion letters of this kind. We have not verified
any of those assumptions.
Based
upon and subject to the foregoing and the additional qualifications
and other matters set forth below, we are of the opinion that the
Shares have been duly and validly authorized and reserved for
issuance and that the Shares, when issued in accordance with the
terms of the Plan, will be validly issued, fully paid and
nonassessable.
The
opinion expressed in this opinion letter is limited to the laws of
the State of Delaware. The foregoing opinion is rendered as of the
date of this letter. We assume no obligation to update or
supplement such opinion in order to reflect any changes of law or
fact that may occur.
We are
furnishing this opinion letter to you solely in connection with the
Registration Statement. You may not rely on this opinion letter in
any other connection, and it may not be furnished to or relied upon
by any other person for any purpose, without our specific prior
written consent. We hereby consent to the filing of this opinion as
Exhibit 5.01 to the Registration Statement. In giving our consent
we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or
the rules and regulations thereunder.
Very
truly yours,
/s/
K&L Gates LLP
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
ACM
Research, Inc.
42307
Osgood Road, Suite I
Fremont,
California 94539
United
States
We
hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of ACM Research, Inc. (the
“Company”) of our report dated March 14, 2019, relating
to the consolidated financial statements of the Company appearing
in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2018.
/s/ BDO
China Shu Lun Pan Certified Public Accountants LLP
BDO
China Shu Lun Pan Certified Public Accountants LLP
Shenzhen,
The People’s Republic of China
July
22, 2019