Securities Registration: Employee Benefit Plan (s-8)
December 09 2016 - 4:12PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 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
ENANTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3205099
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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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500 Arsenal Street, Watertown, MA
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02472
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(Address of Principal Executive Offices)
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(Zip Code)
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2012 Equity Incentive Plan
(Full title of the plan)
Jay R. Luly
President and Chief Executive Officer
Enanta Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, Massachusetts 02472
(Name and address of agent for service)
(617) 607-0800
(Telephone number, including area code, of agent for service)
Copy to:
Stacie
S. Aarestad, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02110-2600
(617) 832-1000
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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¨
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Accelerated filer
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x
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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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CALCULATION OF REGISTRATION FEE
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Title of each class 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, $0.01 par value
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571,077 shares
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$31.25
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$17,846,156.25
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$2,068.37
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(1)
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This Registration Statement covers an aggregate of 571,077 shares of the Registrants Common Stock, par value $0.01 per share (the Common Stock), that may be issued pursuant to awards granted under the
Registrants 2012 Equity Incentive Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act) this Registration Statement also covers such additional shares of Common Stock as may be
issued to prevent dilution from stock splits, stock dividends and similar transactions.
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(2)
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Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of
computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq Global Select Market on December 2, 2016 to be $31.71 and $30.79, respectively.
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT
Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its
Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 10, 2013 (File No. 333-189217), December 18, 2013 (File No. 333-192935), February 24, 2015 (File No. 333- 202257)
and February 16, 2016 (File No. 333- 209542).
The number of shares of Common Stock, $0.01 par value per share, of the Company
available for issuance under the Plan is subject to an automatic annual increase on the first day of each fiscal year of the Company equal to the least of (i) 3% of the outstanding shares on such date, (ii) 2,088,167 shares of Common
Stock, or (iii) an amount determined by the Compensation Committee. This Registration Statement registers the 571,077 additional shares of Common Stock resulting from the automatic annual increase for the fiscal year beginning October 1,
2016.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index immediately following the signature page.
1
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 Watertown, Commonwealth of Massachusetts, as of December 9,
2016.
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ENANTA PHARMACEUTICALS, INC.
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By:
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/s/ Jay R. Luly, Ph.D.
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Jay R. Luly, Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Enanta Pharmaceuticals, Inc., hereby severally constitute and appoint each of Jay R. Luly and
Paul J. Mellett, our true and lawful
attorneys-in-fact,
with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement
on Form
S-8
(including any
post-effective
amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact
may 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 below by the following persons in the
capacities and as of the dates indicated.
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Signature
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Title
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Date
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/s/ Jay R. Luly, Ph.D.
Jay R. Luly, Ph.D.
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President and Chief Executive Officer and Director
(Principal Executive Officer)
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December 9, 2016
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/s/ Paul J. Mellett
Paul J. Mellett
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Chief Financial Officer (Principal Financial
and Accounting Officer)
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December 9, 2016
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/s/ Ernst-Günter Afting
Ernst-Günter
Afting
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Director
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December 9, 2016
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/s/ Stephen Buckley, Jr.
Stephen Buckley, Jr.
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Director
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December 9, 2016
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/s/ Bruce L. A. Carter
Bruce L. A. Carter
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Director
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December 9, 2016
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/s/ George Golumbeski
George Golumbeski
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Director
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December 9, 2016
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/s/ Lesley Russell
Lesley Russell
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Director
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December 9, 2016
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/s/ Terry Vance
Terry Vance
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Director
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December 9, 2016
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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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Restated Certificate of Incorporation of Enanta Pharmaceuticals, Inc. Previously filed as Exhibit 3.1 to the Registrants Current Report on Form
8-K
filed with the SEC on March 28,
2013 (File No. 001-35839) and incorporated herein by reference.
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4.2
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Amended and Restated Bylaws of Enanta Pharmaceuticals, Inc. (as amended and restated in August 2015). Previously filed as Exhibit 3.2 to the Registrants Current Report on Form
8-K
filed with the SEC on August 18, 2015
(File No. 001-35839)
and incorporated herein by reference.
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4.3
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Specimen certificate evidencing shares of common stock of Enanta Pharmaceuticals, Inc. Previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1/A filed with the SEC on February 5, 2013
(File No. 333-184779)
and incorporated herein by reference.
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5.1
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Opinion of Foley Hoag LLP. Filed herewith.
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23.1
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Consent of PricewaterhouseCoopers LLP. Filed herewith.
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23.2
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Consent of Foley Hoag LLP. Included in the opinion filed as Exhibit 5.1.
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24.1
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Power of Attorney. Included on the signature page hereto.
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99.1
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2012 Equity Incentive Plan (As adjusted to reflect the application of the 1-for-4.31 reverse stock split of the Companys common stock effected on March 1, 2013). Previously filed as Exhibit 10.16 to the
Registrants Annual Report on Form 10-K filed with the SEC on December 18, 2013 (File No. 001-35839) and incorporated herein by reference.
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