Securities Registration: Employee Benefit Plan (s-8)
August 10 2016 - 5:03PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 10, 2016
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTREXON
CORPORATION
(Exact name of Registrant as specified in its charter)
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Virginia
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26-0084895
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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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20374 Seneca Meadows Parkway, Germantown, Maryland
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20876
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(Address of Principal Executive Offices)
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(Zip Code)
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Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan
(Full title of the plan)
Randal J. Kirk
Chairman
of the Board and Chief Executive Officer
Intrexon Corporation
222 Lakeview Avenue, Suite 1400, Palm Beach, Florida 33401
(Name and address of agent for service)
(561) 410-7000
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
John Owen Gwathmey
David
I. Meyers
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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.
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Large accelerated filer
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x
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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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(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 (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, no par value
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3,000,000
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$26.84 (2)
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$80,520,000
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$8,109
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers such indeterminable number of additional shares of the Registrants
common stock, no par value (the Common Stock), as may become issuable to prevent dilution in the event of stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act, and is based upon the average of high and low sales prices of the Common Stock on The New York Stock
Exchange on August 9, 2016.
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REGISTRATION OF ADDITIONAL SECURITIES
Intrexon Corporation (the Company) is hereby registering 3,000,000
additional shares of its common stock, no par value per
share (the Common Stock), for issuance under the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (the 2013 Plan). The registration statements on Form S-8 (Registration Nos. 333-190614, 333-196840, and
333-205642, the Prior 2013 Plan Registration Statements), as filed with the Securities and Exchange Commission on August 14, 2013, June 17, 2014, and July 13, 2015 respectively, relating to the same class of securities and the same
benefit plan are currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior 2013 Plan Registration Statements, to the extent they relate to the 2013 Plan and the shares of Common
Stock issuable thereunder, are incorporated herein by reference.
Reference is made to the Exhibit Index on the page immediately
preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.
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 Town of Blacksburg, Commonwealth of Virginia, on August 10, 2016.
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INTREXON CORPORATION
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By:
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/s/ Randal J. Kirk
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Randal J. Kirk
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Chief Executive Officer and Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal J. Kirk, Rick Sterling and
Donald P. Lehr, and each of them, as his true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the
undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable Intrexon Corporation to comply with the Securities Act of 1933, as amended (the Securities Act), and
any requirements of the Securities and Exchange Commission (the Commission) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically
but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto
and other documents in connection therewith, with the Commission, to sign any and all applications, Registration Statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same,
together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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/ Randal J. Kirk
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Chief Executive Officer and Chairman of
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August 10, 2016
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Randal J. Kirk
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the Board of Directors
(Principal Executive Officer)
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/s/ Rick Sterling
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Chief Financial Officer
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August 10, 2016
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Rick Sterling
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(Principal Accounting and Financial
Officer)
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/s/ Cesar L. Alvarez
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Director
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August 10, 2016
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Cesar L. Alvarez
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/s/ Steven Frank
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Director
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August 10, 2016
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Steven Frank
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/s/ Fred Hassan
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Director
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August 10, 2016
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Fred Hassan
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/s/ Jeffrey B. Kindler
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Director
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August 10, 2016
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Jeffrey B. Kindler
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/s/ Dean J. Mitchell
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Director
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August 10, 2016
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Dean J. Mitchell
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/s/ Robert B. Shapiro
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Director
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August 10, 2016
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Robert B. Shapiro
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/s/ James S. Turley
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Director
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August 10, 2016
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James S. Turley
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-189853)).
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4.2
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Eighth Amended and Restated Investors Rights Agreement, dated March 1, 2013, by and among the Registrant and the holders of the Registrants series preferred and certain holders of the Registrants common stock and
Joinder thereto (incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-189853)).
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5.1
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Opinion of Troutman Sanders LLP.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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23.2
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Consent of RSM US LLP.
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23.3
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Consent of Troutman Sanders LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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10.1
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Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan, as amended (the Plan) (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on June 13, 2014, to the amendment to the Plan filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2015, and to the amendment to the Plan
filed as Exhibit 10.1 to the Registrants Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 13, 2016).
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