Securities Registration: Employee Benefit Plan (s-8)
July 29 2013 - 4:42PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 29, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QLT Inc.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada
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N/A
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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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887 Great Northern Way, Suite 101
Vancouver, B.C. Canada, V5T 4T5
(Address of Principal Executive Offices including Zip Code)
QLT 2000
INCENTIVE STOCK PLAN
(Full Title of the Plan)
Dori Assaly
Vice President, Legal Affairs
QLT Inc.
887 Great Northern Way, Suite 101
Vancouver, British Columbia, V5T 4T5
Canada
(604) 707-7000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
James E. Dawson, Esq.
Nutter, McClennen & Fish, LLP
155 Seaport Boulevard
Boston, MA 02210-2604
(617) 439-2000
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 definition 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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x
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Non-Accelerated Filer
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¨
(Do not check if a 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
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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, without Par Value
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4,000,000(1)
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$4.305(2)
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$17,220,000(2)
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$2,348.81
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(1)
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This registration statement covers up to 4,000,000 shares of Common Stock that may be issued under the registrants QLT 2000 Incentive Stock Plan (the
Plan). This registration statement also covers an indeterminate number of shares that may become issuable under the Plan as a result of a stock dividend, stock split, or other recapitalization
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, based on the
average of the high and low sale prices per share of the Common Stock as reported on The Nasdaq Global Select Market on July 24, 2013, which was $4.305.
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REGISTRATION OF ADDITIONAL SECURITIES
On April 25, 2013, the board of directors of QLT Inc., a corporation incorporated under the laws of British Columbia (the
Company), amended and restated the Companys 2000 Incentive Stock Plan (the Plan), subject to the approval of the shareholders of the Company, to increase the number of shares of the Companys common stock, without
par value (the Common Stock), available for grant under the Plan from 7,800,000 to 11,800,000 and to make other amendments to the Plan. On June 14, 2013, the shareholders of the Company approved the amended and restated Plan. The
Company is filing this registration statement to register the issuance of up to 4,000,000 additional shares of Common Stock that may be issued under the Plan as a result of the amendment to the Plan. Pursuant to General Instruction E to
Form S-8, the contents of the Companys Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on October 14, 2009 (File No. 333-162465), its Registration Statement
on Form S-8 filed with the Commission on September 20, 2002 (File No. 333- 100070), and its Registration Statement on Form S-8 filed with the Commission on August 18, 2000 (File No. 333- 12422) are incorporated by reference into
this Registration Statement.
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 the City of Vancouver, Province of British Columbia, Canada, on July 29, 2013.
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QLT INC.
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By:
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/s/ Jeffrey Meckler
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Jeffrey Meckler
Chairman,
Executive Transition Committee
(Principal Executive Officer)
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By:
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/s/ Sukhi Jagpal
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Sukhi Jagpal
Chief
Financial Officer (Principal Financial and Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jeffrey Meckler and Sukhi Jagpal, and each of them, as attorneys-in-fact and agents, each
with the power of substitution, for him or her and in his or her 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 all 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
necessary or advisable 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 such attorneys-in-fact and agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signatures
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Title
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Date
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/s/ Jeffrey Meckler
Jeffrey Meckler
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Chairman of the Executive Transition
Committee and Director
(principal executive officer)
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July 29, 2013
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/s/ Sukhi Jagpal
Sukhi Jagpal
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Chief Financial Officer
(principal financial and accounting officer)
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July 29, 2013
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/s/ Jason M. Aryeh
Jason M. Aryeh
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Chairman of the Board and Director
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July 29, 2013
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/s/ Vicente Anido, Jr.
Vicente Anido, Jr.
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Director
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July 29, 2013
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/s/ Geoffrey F. Cox
Geoffrey F. Cox
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Director
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July 29, 2013
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/s/ John Kozarich
John Kozarich
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Director
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July 29, 2013
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/s/ Stephen Sabba
Stephen Sabba
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Director
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July 29, 2013
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/s/ John C. Thomas, Jr.
John C. Thomas, Jr.
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Director
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July 29, 2013
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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4.1
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Articles of QLT Inc. dated May 25, 2005 (incorporated by reference from the Current Report on Form 8-K dated May 25, 2005 and filed with the Commission on June 1,
2005).
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5.1*
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Opinion of McCullough OConnor Irwin LLP.
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23.1*
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Consent of McCullough OConnor Irwin LLP (included in Exhibit 5.1).
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23.2*
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Consent of Deloitte LLP.
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24.1*
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Power of Attorney (included in the signature page to this Registration Statement).
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99.1
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QLT 2000 Incentive Stock Plan (as amended and restated in 2013) (incorporated by reference from Appendix A to the Companys Proxy Statement dated May 10, 2013 and filed with
the Commission on May 22, 2013).
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