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    SEC Form S-8 filed by Tactile Systems Technology Inc.

    5/7/25 3:41:56 PM ET
    $TCMD
    Medical/Dental Instruments
    Health Care
    Get the next $TCMD alert in real time by email
    S-8 1 tm2514138d1_s8.htm FORM S-8

     

    As filed with the Securities and Exchange Commission on May 7, 2025

    Registration Number 333-

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

     

    FORM S-8

     

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

     

    TACTILE SYSTEMS TECHNOLOGY, INC.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware 41-1801204 
    (State or other jurisdiction of incorporation or organization)    (I.R.S. Employer Identification No.) 
         
    3701 Wayzata Blvd, Suite 300
    Minneapolis, MN
      55416
    (Address of Principal Executive Offices)   (Zip Code)

     

     

     

    2025 EQUITY INCENTIVE PLAN

     

    (Full title of the plan)

     

     

     

      Copy to: 
       
    Sheri L. Dodd Jonathan R. Zimmerman 
    Chief Executive Officer  Faegre Drinker Biddle & Reath LLP 
    Tactile Systems Technology, Inc. 2200 Wells Fargo Center 
    3701 Wayzata Blvd, Suite 300 90 South Seventh Street 
    Minneapolis, MN 55416 Minneapolis, MN 55402-1425 
    (612) 355-5100 (612) 766-7000 
       
    (Name, address and 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, 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 x
         
    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. ¨

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    The stockholders of Tactile Systems Technology, Inc. (the “Registrant”) approved the Registrant’s 2025 Equity Incentive Plan (the “2025 Plan”) on May 7, 2025. As provided in the 2025 Plan, 1,850,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) are available for issuance under the 2025 Plan. The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register the 1,850,000 shares of Common Stock being registered for the first time pursuant to the 2025 Plan.

     

    PART I

     

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     

    The documents containing the information specified in Part I of Form S-8 are not required to be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to the introductory Note to Part I of Form S-8 and Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). The documents containing the information specified in Part I will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

     

    PART II

     

    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     

    Item 3. Incorporation of Documents by Reference

     

    The following documents of the Registrant filed with the Commission are incorporated by reference into this Registration Statement:

     

    (1)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 18, 2025 including all material incorporated by reference therein (File No. 001-37799).

     

    (2)The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 from the Registrant’s Definitive Proxy Statement on Schedule 14A for the Registrant’s 2025 annual meeting of stockholders, filed with the Commission on March 28, 2025.

     

    (3)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Commission on May 5, 2025.

     

    (4)The Registrant’s Current Report on Form 8-K filed with the Commission on January 13, 2025.

     

    (5)The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37799) filed with the Commission on June 10, 2016 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by Exhibit 4.1 to the Annual Report on Form 10-K filed on February 23, 2022, including any amendment or report filed for the purpose of updating such description.

     

    All documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Items 2.02 or 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) 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.

     

    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 that also 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

     

    The Registrant is a corporation organized under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to an action by reason of the fact that he or she was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation. The Registrant’s amended and restated bylaws provide that it will indemnify and advance expenses to its directors and officers (and may choose to indemnify and advance expenses to other employees and other agents) to the fullest extent permitted by law; provided, however, that if the Registrant enters into an indemnification agreement with such directors or officers, such agreement controls.

     

    Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director or officer, except for liability for any:

     

    ·breach of a director’s or officer’s duty of loyalty to the corporation or its stockholders;

     

    ·act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

     

    ·in the case of directors, unlawful payment of dividends or unlawful stock repurchases or redemption of shares;

     

    ·transaction from which the director or officer derived an improper personal benefit; or

     

    ·in the case of officers, action by or in the right of the corporation.

     

    The Registrant’s amended and restated certificate of incorporation limits the personal liability of its directors and officers to the fullest extent permitted by law.

     

    These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or rescission.

     

    Section 145(g) of the Delaware General Corporation Law permits a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation. The Registrant’s amended and restated bylaws permit the Registrant to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her actions in connection with their services to the Registrant, regardless of whether the Delaware General Corporation Law permits indemnification. The Registrant has obtained a directors’ and officers’ liability insurance policy.

     

    The Registrant has entered into separate indemnification agreements with its directors and officers, in addition to the indemnification provisions set forth in its amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, require the Registrant to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her services as one of the Registrant’s directors or officers, including services provided to any subsidiary or any other company or enterprise to which the person provides services at the Registrant’s request.

     

     

     

     

    Item 7. Exemption From Registration Claimed

     

    Not applicable.

     

    Item 8. Exhibits

     

    See Exhibit Index preceding the Signatures.

     

    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.

     

     (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% 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 that are incorporated by reference in the Registration Statement.

     

    (2)            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 herein, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or 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 herein, 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 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.

     

     

     

     

    EXHIBIT INDEX

     

            Incorporated by Reference    
    Exhibit               Exhibit   Filed
    Number   Description of Exhibit   Form   Date of Filing   Number   Herewith
                         
    4.1   Amended and Restated Certificate of Incorporation, conformed version reflecting all amendments through May 8, 2024   10-Q   08/05/2024   3.3    
                         
    4.2   Amended and Restated Bylaws, effective December 19, 2022   10-K   02/21/2023   3.2    
                         
    4.3   Tactile Systems Technology, Inc. 2025 Equity Incentive Plan   DEF14A   03/28/2025   Appendix B    
                         
    5.1   Opinion of Faegre Drinker Biddle & Reath LLP               X
                         
    23.1   Consent of Grant Thornton LLP               X
                         
    23.2   Consent of Faegre Drinker Biddle & Reath LLP (Included in Exhibit 5.1)               X
                         
    24.1   Powers of Attorney (Included in signature page)               X
                         
    107   Filing Fee Table               X

     

     

     

     

    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 Minneapolis, Minnesota, on May 7, 2025.

     

      TACTILE SYSTEMS TECHNOLOGY, INC.
       
      By: /s/ Sheri L. Dodd
        Sheri L. Dodd
        Chief Executive Officer

     

    POWERS OF ATTORNEY

     

    We, the undersigned officers and directors of Tactile Systems Technology, Inc., hereby constitute Sheri L. Dodd and Elaine M. Birkemeyer, as the 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 amendments, including post-effective amendments, to said Registration Statement, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Tactile Systems Technology, Inc. to comply with the provisions of the Securities Act of 1933 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 held on the dates indicated.

     

    Signature   Title   Date
             
    /s/ Sheri L. Dodd   Chief Executive Officer and Director
    (principal executive officer)
      May 7, 2025
    Sheri L. Dodd      
             
    /s/ Elaine M. Birkemeyer   Chief Financial Officer
    (principal financial and accounting officer)
      May 7, 2025
    Elaine M. Birkemeyer      
             
    /s/ William W. Burke   Chairman of the Board of Directors   May 7, 2025
    William W. Burke      
             
    /s/ Valerie L. Asbury   Director   May 7, 2025
    Valerie L. Asbury      
             
    /s/ Raymond O. Huggenberger   Director   May 7, 2025
    Raymond O. Huggenberger      
             
    /s/ Laura G. King   Director   May 7, 2025
    Laura G. King      
             
    /s/ D. Brent Shafer   Director   May 7, 2025
    D. Brent Shafer      
             
    /s/ Carmen B. Volkart   Director   May 7, 2025
    Carmen B. Volkart      
             
    /s/ B. Vindell Washington   Director   May 7, 2025
    B. Vindell Washington      

     

     

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      MINNEAPOLIS, April 21, 2025 (GLOBE NEWSWIRE) -- Tactile Systems Technology, Inc. ("Tactile Medical"; the "Company") (NASDAQ:TCMD), a medical technology company providing therapies for people with chronic disorders, today announced that first quarter of fiscal year 2025 financial results will be released after the market closes on Monday, May 5, 2025. Management will host a conference call with a question and answer session at 5:00 p.m. Eastern Time on May 5, 2025, to discuss the results of the quarter. Those who would like to participate may dial 877-407-3088 (201-389-0927 for international callers) and provide access code 13752588. A live webcast of the call will also be provided on the

      4/21/25 4:05:00 PM ET
      $TCMD
      Medical/Dental Instruments
      Health Care
    • Tactile Medical to Present at the Oppenheimer 35th Annual Healthcare MedTech & Services Conference

      MINNEAPOLIS, March 05, 2025 (GLOBE NEWSWIRE) -- Tactile Systems Technology, Inc. ("Tactile Medical"; the "Company") (NASDAQ:TCMD), a medical technology company providing therapies for people with chronic disorders, today announced that management will participate in the Oppenheimer 35th Annual Healthcare MedTech & Services Conference, which is being virtually held from March 17th – 20th. Management will participate in a virtual presentation on Tuesday, March 18th at 12:00 p.m. Eastern Time. A live audio webcast of the presentation will be accessible under the "Events & Webcasts" section of the Company's investor relations website at http://investors.tactilemedical.com. An archive of the w

      3/5/25 4:05:00 PM ET
      $TCMD
      Medical/Dental Instruments
      Health Care
    • SEC Form S-8 filed by Tactile Systems Technology Inc.

      S-8 - TACTILE SYSTEMS TECHNOLOGY INC (0001027838) (Filer)

      5/7/25 3:41:56 PM ET
      $TCMD
      Medical/Dental Instruments
      Health Care
    • SEC Form 10-Q filed by Tactile Systems Technology Inc.

      10-Q - TACTILE SYSTEMS TECHNOLOGY INC (0001027838) (Filer)

      5/5/25 4:06:46 PM ET
      $TCMD
      Medical/Dental Instruments
      Health Care
    • Tactile Systems Technology Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

      8-K - TACTILE SYSTEMS TECHNOLOGY INC (0001027838) (Filer)

      5/5/25 4:05:14 PM ET
      $TCMD
      Medical/Dental Instruments
      Health Care