As filed with the Securities and Exchange Commission on June 5, 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
RIGEL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-3248524
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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1180 Veterans Boulevard
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South San Francisco, California
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94080
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(Address of Principal Executive Offices)
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(Zip Code)
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2000 Employee Stock Purchase Plan
(Full title of the plan)
James M. Gower
Chairman of the Board and Chief Executive Officer
Rigel Pharmaceuticals, Inc.
1180 Veterans Boulevard
South San Francisco, California 94080
(650) 624-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Peinsipp
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111-5800
(415) 693-2000
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 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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Accelerated filer
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
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 (2)
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Amount of
Registration Fee
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Common Stock (par value $0.001)
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4,000,000 shares
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$
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3.16
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$
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12,640,000
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$
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1,629
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(1)
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 common stock which become issuable under the plan 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 registrant’s outstanding common stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Global Market on June 3, 2014.
Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective.
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 South San Francisco, State of California, on June 5, 2014.
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RIGEL PHARMACEUTICALS, INC.
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By:
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/s/ Ryan D. Maynard
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Ryan D. Maynard
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints
James M. Gower
and
Ryan D. Maynard
, 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 (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act and all requirements of the SEC, 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.
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/ James M. Gower
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Chairman of the Board, Chief Executive Officer and Director
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June 5, 2014
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James M. Gower
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(Principal Executive Officer)
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/s/ Ryan D. Maynard
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Executive Vice President and Chief Financial Officer
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June 5, 2014
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Ryan D. Maynard
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(Principal Financial and Accounting Officer)
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/s/ Donald G. Payan
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Executive Vice President, President of Discovery and Research, and Director
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June 5, 2014
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Donald G. Payan
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/s/ Bradford S. Goodwin
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Director
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June 5, 2014
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Bradford S. Goodwin
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/s/ Gary A. Lyons
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Director
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June 5, 2014
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Gary A. Lyons
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/s/ Walter H. Moos
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Director
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June 5, 2014
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Walter H. Moos
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/s/ Peter S. Ringrose
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Director
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June 5, 2014
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Peter S. Ringrose
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/s/ Stephen A. Sherwin
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Director
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June 5, 2014
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Stephen A. Sherwin
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4
EXHIBITS
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Exhibit
Number
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4.1(1)
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Amended and Restated Certificate of Incorporation of the Company.
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4.2(2)
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Amended and Restated Bylaws of the Company.
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4.3(3)
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Specimen Common Stock Certificate of the Company.
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5.1
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Opinion of Cooley 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 Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
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24.1
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Power of Attorney is contained on the signature pages to this Registration Statement.
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99.1
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Rigel Pharmaceuticals, Inc. 2000 Employee Stock Purchase Plan
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(1)
Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on May 29, 2012.
(2)
Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on February 2, 2007.
(3)
Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.
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