As filed with the Securities and Exchange Commission on May 29, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
CYTOKINETICS, INCORPORATED
(Exact name of Registrant as specified in its charter)
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Delaware
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94-3291317
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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280 East Grand Avenue
South San Francisco, CA 94080
(Address of principal executive offices)
AMENDED AND
RESTATED 2004 EQUITY INCENTIVE PLAN
AMENDED AND RESTATED 2015 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Robert I.
Blum
President and Chief Executive Officer
Cytokinetics, Incorporated
280 East Grand Avenue
South San Francisco, CA 94080
(650) 624-3000
(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.
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Large accelerated filer
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☐
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Accelerated filer
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☑
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Emerging growth company
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☐
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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. ☐
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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Amended and Restated 2004 Equity Incentive Plan, Common Stock
$0.001 par value
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750,000
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$21.40
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$16,050,000
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$2,084
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Amended and Restated 2015 Employee Stock Purchase Plan,
Common Stock $0.001 par value
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500,000
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$21.40
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$10,700,000
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$1,389
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TOTAL:
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1,250,000
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$26,750,000
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$3,473
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall cover any additional shares of the Companys common stock (the Common Stock) which become issuable under the plans covered hereby by reason of any stock split, stock dividend,
recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the outstanding Common Stock.
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(2)
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Estimated in accordance with Rule 457(h) and Rule 457(c) under the Securities Act solely for the purpose of
calculating the total registration fee. The computation is based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Global Select Market on May 21, 2020.
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