- Securities Registration: Employee Benefit Plan (S-8)
31 July 2010 - 6:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 30,
2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLOS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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54-1655029
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado
80020
(Address of principal
executive offices)
Allos Therapeutics, Inc.
2008 Equity Incentive Plan
(Full title of the plan)
Paul L. Berns
President and Chief
Executive Officer
11080 CirclePoint Road, Suite 200
Westminster, Colorado
80020
(Name and address of agent
for service) (Telephone number, including area code, of agent for service)
Copies to:
James C. T. Linfield, Esq.
Brent
D. Fassett, Esq.
COOLEY LLP
380 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(720) 566-4000
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.
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not
check if a smaller reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount to be Registered
(1)
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Proposed Maximum
Offering
Price per Share (2)
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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 $0.001 per share),
including related rights to purchase Series A Junior Participating
Preferred Stock
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7,500,000 shares
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$
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4.90
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$
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36,750,000
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$
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2,620.28
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement shall also cover any
additional shares of the Registrant’s Common Stock that become issuable under
the plans as set forth herein by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of the
Registrant’s Common Stock.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h). The price per share and aggregate offering
price are based upon the average of the high and low prices of Registrant’s
Common Stock on July 29, 2010 as reported on the NASDAQ Global Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 7,500,000 shares of the Registrant’s
Common Stock to be issued pursuant to the Registrant’s 2008 Equity Incentive
Plan, as amended.
INCORPORATION BY REFERENCE OF
CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
NO. 333-151882
Allos Therapeutics, Inc. is hereby registering 7,500,000
additional shares of its common stock for issuance under its 2008 Equity
Incentive Plan. The contents of Registration
Statement on Form S-8 No. 333-151882 filed with the Securities and
Exchange Commission on June 24, 2008 are incorporated by reference herein.
EXHIBITS
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Incorporated by Reference
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Exhibit
No.
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Description
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Form
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Filing
Date
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Number
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Filed
Herewith
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3.01
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Amended
and Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.1
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3.02
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Certificate
of Designations of Series A Junior Participating Preferred Stock.
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8-K
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7/20/2009
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3.2
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3.03
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Certificate
of Amendment to Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.3
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3.04
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Certificate
of Amendment to Restated Certificate of Incorporation.
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8-K
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6/25/2010
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3.1
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3.05
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Amended
and Restated Bylaws of Allos Therapeutics, Inc.
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8-K
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6/25/2007
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3.04
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3.06
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Certificate
of Amendment to the Certificate of Designations of Series A Junior
Participating Preferred Stock.
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8-K
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7/20/2009
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3.4
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4.01
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Form of
Common Stock Certificate.
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S-1/A
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3/17/2000
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4.01
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4.03
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Rights
Agreement dated May 6, 2003 between Allos and Mellon Investor Services
LLC.
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8-K
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5/9/2003
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99.2
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4.04
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Form of
Rights Certificate.
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8-K
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5/9/2003
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99.3
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4.05
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Amendment
to Rights Agreement dated March 4, 2005 between Allos and Mellon
Investor Services LLC.
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8-K
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3/4/2005
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4.06
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4.06
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Amendment
to Rights Agreement dated January 29, 2007 between Allos and Mellon
Investor Services LLC.
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8-K
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1/30/2007
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4.1
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4.07
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Amendment
to Rights Agreement dated July 17, 2009 between Allos and Mellon
Investor Services LLC.
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8-K
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7/20/2009
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4.1
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5.1
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Opinion
of Cooley LLP.
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X
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23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm.
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X
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23.2
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Consent
of Cooley LLP is contained in Exhibit 5.1 to this Registration
Statement.
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24.1
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Powers
of Attorney are included on the signature page hereto.
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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 Westminster, State of Colorado, on July 30,
2010.
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/
Paul L. Berns
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Paul
L. Berns
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President
and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose
signature appears below constitutes and appoints Paul L. Berns and Marc H.
Graboyes, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, 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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
II-1
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.
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Signature
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Title
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Date
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/s/
Stephen J. Hoffman
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Chairman
of the Board of
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July 30,
2010
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STEPHEN J. HOFFMAN, PH.D., M.D.
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Directors
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/s/
Paul L. Berns
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Director,
President and Chief
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July 30,
2010
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PAUL L. BERNS
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Executive
Officer (Principal
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Executive
Officer)
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/s/
David C. Clark
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Vice
President, Finance and
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July 30,
2010
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DAVID C. CLARK
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Treasurer
(Principal Financial
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Officer
and Principal Accounting
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Officer)
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/s/
Nishan de Silva
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Director
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July 30,
2010
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NISHAN DE SILVA, M.D.
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/s/
Jeffrey R. Latts
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Director
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July 30,
2010
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JEFFREY R. LATTS, M.D.
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/s/
Jonathan S. Leff
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Director
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July 30,
2010
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JONATHAN S. LEFF
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/s/
Timothy P. Lynch
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Director
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July 30,
2010
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TIMOTHY P. LYNCH
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/s/
David M. Stout
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Director
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July 30,
2010
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DAVID M. STOUT
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II-2
EXHIBIT INDEX
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Incorporated by Reference
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Exhibit
No.
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Description
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Form
|
|
Filing
Date
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Number
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Filed
Herewith
|
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3.01
|
|
Amended
and Restated Certificate of Incorporation.
|
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8-K
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7/20/2009
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3.1
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3.02
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Certificate
of Designations of Series A Junior Participating Preferred Stock.
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8-K
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7/20/2009
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3.2
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3.03
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Certificate
of Amendment to Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.3
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3.04
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Certificate
of Amendment to Restated Certificate of Incorporation.
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8-K
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6/25/2010
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3.1
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3.05
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Amended
and Restated Bylaws of Allos Therapeutics, Inc.
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8-K
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6/25/2007
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3.04
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3.06
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Certificate
of Amendment to the Certificate of Designations of Series A Junior
Participating Preferred Stock.
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8-K
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7/20/2009
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3.4
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4.01
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Form of
Common Stock Certificate.
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S-1/A
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3/17/2000
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4.01
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4.03
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Rights
Agreement dated May 6, 2003 between Allos and Mellon Investor Services
LLC.
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8-K
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5/9/2003
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99.2
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4.04
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Form of
Rights Certificate.
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8-K
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5/9/2003
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99.3
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4.05
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Amendment
to Rights Agreement dated March 4, 2005 between Allos and Mellon
Investor Services LLC.
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8-K
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3/4/2005
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4.06
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4.06
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Amendment
to Rights Agreement dated January 29, 2007 between Allos and Mellon
Investor Services LLC.
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8-K
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1/30/2007
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4.1
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4.07
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Amendment
to Rights Agreement dated July 17 2009 between Allos and Mellon Investor
Services LLC.
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8-K
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7/20/2009
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4.1
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5.1
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Opinion
of Cooley LLP.
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|
X
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23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm.
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X
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23.2
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Consent
of Cooley LLP is contained in Exhibit 5.1 to this Registration
Statement.
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24.1
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Powers
of Attorney are included on the signature page hereto.
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II-3
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