Securities Registration: Employee Benefit Plan (s-8)
15 May 2014 - 6:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 14, 2014
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
RECEPTOS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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26-4190792
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10835 Road to the Cure, Suite 205
San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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2013 Stock Incentive Plan
Employee Stock Purchase Plan
(Full title of the plans)
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Faheem Hasnain
Chief Executive Officer
Receptos, Inc.
10835 Road
to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Name,
address and telephone
number of agent for service)
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Copy to:
Mike Hird, Esq.
Patty
DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, California 92130
(619) 234-5000
Christian Waage, Esq.
Senior Vice President and General Counsel
Receptos, Inc.
10835 Road
to the Cure, Suite 205
San Diego, California 92121
(868) 652-5700
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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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one)
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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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x
(Do not check if smaller reporting company)
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Smaller reporting company
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¨
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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
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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
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-To be issued under the 2013 Stock Incentive Plan
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733,984
(2)
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$29.65
(3)
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$21,762,625.60
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$2,803.03
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-To be issued under the Employee Stock Purchase Plan
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183,496
(4)
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$25.20
(5)
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$4,624,557.94
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$595.64
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Total
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917,480
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$26,387,183.54
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$3,398.67
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this registration statement on Form S-8 (this Registration Statement) also covers any additional
securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the
Registrants outstanding shares of Common Stock.
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(2)
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Represents shares of Common Stock reserved for issuance under the 2013 Stock Incentive Plan (2013 Stock Plan). The 2013 Stock Plan provides that an additional number of shares will automatically be added to
the shares authorized for issuance under the 2013 Stock Plan on January 1 of each year, from January 1, 2014 through January 1, 2023. The number of shares added each year will be equal to the lesser of: (i) 4% of the outstanding
shares on the last day of the immediately preceding fiscal year; or (ii) such amount as determined by the Registrants Board of Directors. Pursuant to this provision, an additional 733,984 shares became available for future issuance on
January 1, 2014.
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(3)
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Estimated pursuant to Rules 457(h) under the Securities Act solely for the purposes of calculating the registration fee, based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq
Global Market on May 13, 2014, a date within five business days prior to the date of filing of this Registration Statement.
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(4)
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Represents shares of Common Stock reserved for issuance under the Employee Stock Purchase Plan (the ESPP). The ESPP provides that an additional number of shares will automatically be added to the shares
authorized for issuance under the ESPP on the first day of the Registrants fiscal year, from January 1, 2014 through January 1, 2023. The number of shares added each year will be equal to the lesser of: (i) 1% of the outstanding
shares on such date; or (ii) such amount as determined by the Registrants Board of Directors. Pursuant to this provision, an additional 183,496 shares became available for future issuance on January 1, 2014.
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(5)
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Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of the Common Stock as reported
on the Nasdaq Global Market on May 13, 2014, a date within five business days prior to the date of filing of this Registration Statement. Pursuant to the ESPP, which plan is incorporated by reference herein, the purchase price of Common Stock will
be the lesser of (i) 85% of the fair market value of such share on the purchase date or (ii) 85% of the fair market value of such share on the last trading day preceding the offering date.
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This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Program Annual Information.*
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*
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Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I
of Form
S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the
Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:
(a) Annual
Report on Form 10-K for the fiscal year ended December 31, 2013 filed on March 6, 2014.
(b) Quarterly Report on Form 10-Q for
the quarter ended March 31, 2014 filed on May 12, 2014.
(c) Current Reports on Form 8-K filed on January 14,
2014, February 4, 2014, April 14, 2014 and April 28, 2014.
(d) The description of the Registrants Common
Stock contained in the Registrants registration statement on
Form 8-A,
filed on April 30, 2013, including any amendment or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(excluding any portions thereof furnished by the Registrant, including but not limited to information furnished under Item 2.02 and Item 7.01 and any exhibits relating to Item 2.02 or Item 7.01 furnished under Item 9.01 of
Form 8-K and any certification required by 18 U.S.C. § 1350), on or after the date of this Registration Statement, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement or in a document incorporated by reference in this Registration Statement shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently filed document that is deemed to be incorporated by reference in this
Registration Statement modifies or supersedes such statement.
Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware General
Corporation Law authorizes a court to award or a corporations board of directors to grant indemnification to directors and officers in terms sufficiently broad to permit such
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indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act. The Registrants Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws provide for indemnification of the Registrants directors and officers to the fullest extent and under the circumstances permitted by the Delaware General Corporation Law.
The Registrant has also entered into Indemnification Agreements (Exhibit 10.1 to the Registrants Form
S-1
Registration Statement, as amended, File No. 333-187737) with its executive officers and directors that require the Registrant to, among other things, indemnify them against certain liabilities that
may arise by reason of their status or service as directors or officers to the fullest extent permitted by applicable law. The Registrant carries liability insurance for its directors and officers.
Item 7.
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Exemption From Registration Claimed.
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Not applicable.
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Exhibit
No.
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Description
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Form S-8).
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99.1
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2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrants Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.2
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Form of Non-Qualified Stock Option Agreement and Form of Restricted Stock Agreement for awards granted under the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrants Registration Statement on
Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.3
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Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Registrants Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.4
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Form of Notice of Stock Unit Award and Stock Unit Agreement for awards granted under the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q filed on May 12,
2014).
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(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:
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(i)
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To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
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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
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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 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration
Statement; and
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(iii)
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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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, 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 of
1933, each filing of the Registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, 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 of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Diego, State of California,
on the 14
th
day of May, 2014.
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RECEPTOS, INC.
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By:
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/s/ Faheem Hasnain
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Faheem Hasnain
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Faheem Hasnain and Graham Cooper and
each of them, his or her true and lawful attorneys-in-fact and agents, each 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 sign any and all amendments to this
Registration Statement on
Form S-8,
and to file the same, with 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 and about the premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Name
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Title
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Date
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/s/ Faheem
Hasnain
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 14, 2014
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Faheem Hasnain
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/s/ Graham
Cooper
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Chief Financial Officer
(Principal Financial Officer)
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May 14, 2014
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Graham Cooper
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/s/ David
Hinkle
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Senior Director, Finance & Controller and Chief Accounting Officer
(Principal Accounting Officer)
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May 14, 2014
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David Hinkle
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/s/ William H.
Rastetter
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Chairman of the Board
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May 14, 2014
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William H. Rastetter, Ph.D.
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/s/ Kristina
Burow
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Director
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May 14, 2014
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Kristina Burow
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/s/ Doug Cole
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Director
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May 14, 2014
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Doug Cole, M.D.
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/s/ Mary Lynne
Hedley
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Director
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May 14, 2014
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Mary Lynne Hedley, Ph.D.
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/s/ Erle T.
Mast
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Director
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May 14, 2014
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Erle T. Mast
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/s/ Amir
Nashat
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Director
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May 14, 2014
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Amir Nashat, Ph.D.
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/s/ S. Edward
Torres
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Director
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May 14, 2014
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S. Edward Torres
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4
INDEX TO EXHIBITS
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Exhibit
No.
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Description
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page to this Form S-8).
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99.1
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2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrants Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.2
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Form of Non-Qualified Stock Option Agreement and Form of Restricted Stock Agreement for awards granted under the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Registrants Registration Statement on
Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.3
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Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to Registrants Registration Statement on Form S-1, as amended (File No. 333-187737), originally filed on April 4, 2013).
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99.4
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Form of Notice of Stock Unit Award and Stock Unit Agreement for awards granted under the 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to Registrants Quarterly Report on Form 10-Q filed on May 12,
2014).
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