Securities Registration: Employee Benefit Plan (s-8)
March 14 2017 - 4:07PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 14, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Coherus BioSciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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2836
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27-3615821
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)
649-3530
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan
Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Dennis M.
Lanfear
President and Chief Executive Officer
Coherus BioSciences, Inc.
333 Twin Dolphin Drive, Suite 600
Redwood City, CA 94065
(650)
649-3530
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan
C. Mendelson, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025-1008
Telephone:
(650) 328-4600
Facsimile:
(650) 463-2600
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.
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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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☐ (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, par value $0.0001 per share
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1,832,326 (2)
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$23.90 (3)
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$43,792,591.40
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$5,075.56
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Common Stock, par value $0.0001 per share
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458,081 (4)
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$23.90 (5)
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$10,948,135.90
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$1,268.89
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Total
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2,290,407
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$54,740,727.30
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$6,344.45
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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 shall also cover any additional shares of the Registrants common stock that
become issuable under the Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan (the
2014 Plan
) and the Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan (the
ESPP
) by reason of any stock
dividend, stock split, recapitalization or similar transaction effected without the Registrants receipt of consideration which would increase the number of outstanding shares of common stock.
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(2)
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Represents the additional shares of common stock available for future issuance under the Registrants 2014 Plan resulting from an annual increase as of January 1, 2017.
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(3)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future
grant under the 2014 Plan is the average of the high and low prices for the registrants common stock as reported on The NASDAQ Global Market on March 10, 2017, which is $23.90.
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(4)
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Represents the additional shares of common stock available for future issuance under the Registrants ESPP resulting from an annual increase as of January 1, 2017.
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(5)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future
grant under the ESPP is the average of the high and low prices for the registrants common stock as reported on The NASDAQ Global Market on March 10, 2017, which is $23.90.
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Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form
S-8
is being filed for the purpose of registering an additional
2,290,407 shares of the Registrants common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form
S-8
(File Nos.
333-200593,
333-203356
and
333-209936)
are effective: (i) the 2014 Equity Incentive Award Plan, as a result of the operation of an
automatic annual increase provision therein, which added 1,832,326 shares of common stock, and (ii) the 2014 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 458,081
shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM
S-8
Pursuant to Instruction E of Form
S-8,
the
contents of the Registration Statements on Form
S-8
filed with the Securities and Exchange Commission on November 25, 2014 (File
No. 333-200593),
April 10, 2015 (File
No. 333-203356)
and March 4, 2016 (File
No. 333-209936)
are incorporated by reference herein.
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 Redwood City, California, on
March 14, 2017.
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COHERUS BIOSCIENCES, INC.
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By:
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/s/ Dennis M. Lanfear
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Dennis M. Lanfear
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dennis M. Lanfear and
Jean-Frédéric Viret, Ph.D., and each of them, with full power of substitution and full power to act without the other, his or her true and lawful
attorney-in-fact
and agent to act for him or her 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 this registration statement, with all 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 order to
effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or any of them, 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 date indicated.
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Signature
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Title
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Date
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/s/ Dennis M. Lanfear
Dennis M. Lanfear
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Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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March 14, 2017
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/s/ Jean-Frédéric Viret, Ph.D.
Jean-Frédéric Viret, Ph.D.
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 14, 2017
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/s/ James I. Healy, M.D., Ph.D.
James I. Healy, M.D., Ph.D.
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Director
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March 14, 2017
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/s/ V. Bryan Lawlis, Ph.D.
V. Bryan Lawlis, Ph.D.
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Director
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March 14, 2017
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/s/ Christos Richards
Christos Richards
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Director
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March 14, 2017
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/s/ Ali J. Satvat
Ali J. Satvat
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Director
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March 14, 2017
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/s/ August J. Troendle, M.D.
August J. Troendle, M.D.
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Director
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March 14, 2017
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/s/ Mats Wahlström
Mats Wahlström
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Director
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March 14, 2017
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/s/ Mary T. Szela
Mary T. Szela
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Director
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March 14, 2017
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EXHIBIT INDEX
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Incorporated by
Reference
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Exhibit
Number
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Description
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Form
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Exhibit
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Date Filed
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Filed
Herewith
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4.1
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Amended and Restated Certificate of Incorporation of Coherus BioSciences, Inc.
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8-K
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3.1
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11/12/2014
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4.2
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Amended and Restated Bylaws of Coherus BioSciences, Inc.
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8-K
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3.2
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11/12/2014
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4.3
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Specimen Common Stock Certificate.
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S-1/A
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4.2
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10/24/2014
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4.4
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Third Amended and Restated Investor Rights Agreement, dated as of May 9, 2014 by and among Coherus BioSciences, Inc. and certain investors named therein.
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S-1
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4.3
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9/25/2014
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4.5
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Registration Rights Agreement, dated as of September 10, 2015, by and between Baxalta GmbH and Coherus BioSciences, Inc.
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8-K
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4.1
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9/14/2015
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5.1
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Opinion of Latham & Watkins LLP.
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X
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23.1
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Consent of Latham & Watkins LLP (included in Exhibit 5.1).
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X
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23.2
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Consent of Independent Registered Accounting Firm.
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X
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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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X
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99.1(a)
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Coherus BioSciences, Inc. 2014 Equity Incentive Award Plan.
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S-1/A
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10.11
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10/24/2014
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99.1(b)
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Form of Stock Option Grant Notice and Stock Option Agreement under the 2014 Equity Incentive Award Plan.
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S-1/A
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10.11(b)
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11/4/2014
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99.1(c)
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Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2014 Equity Incentive Award Plan.
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S-1/A
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10.11(c)
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11/4/2014
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99.1(d)
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Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2014 Equity Incentive Award Plan.
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S-1/A
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10.11(d)
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11/4/2014
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99.2
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Coherus BioSciences, Inc. 2014 Employee Stock Purchase Plan.
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S-1/A
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10.12
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10/24/2014
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