Securities Registration: Employee Benefit Plan (s-8)
March 23 2017 - 7:47AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 23, 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
INOTEK PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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04-3475813
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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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Inotek Pharmaceuticals Corporation
91 Hartwell Avenue
Lexington, MA 02421
(781)
676-2100
(Address of Principal Executive Offices)
Inotek Pharmaceuticals Corporation Amended and Restated 2014 Stock Option and Incentive Plan
Inotek Pharmaceuticals Corporation Amended and Restated 2014 Employee Stock Purchase Plan
(Full Title of the Plans)
David P.
Southwell
President and Chief Executive Officer
91 Hartwell Avenue
Lexington, MA 02421
(781)
676-2100
(Name and Address of Agent For Service)
Copy to:
Mitchell S. Bloom
Edwin
M. OConnor
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
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.
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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
(3)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, $0.01 par value per share
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1,079,452 shares
(2)
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$1.80
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$1,943,013.60
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$225.20
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Common Stock, $0.01 par value per share
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31,555 shares
(4)
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$1.80
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$56,799.00
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$6.58
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Total
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1,111,007 shares
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$231.78
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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 common stock which become issuable under the
Amended and Restated 2014 Stock Option and Incentive Plan (the Option Plan) or the Amended and Restated 2014 Employee Stock Purchase Plan (the ESPP) by reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an
indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Represents shares of common stock that were automatically added to the shares authorized for future issuance under the Option Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (c) and (h) of the Securities Act, and based on $1.80, the average of the high and low prices reported in the consolidated
reporting system as of a specified date within 5 business days prior to the date of filing the registration statement.
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(4)
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Represents shares of common stock that were automatically added to the shares authorized for future issuance under the ESPP.
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REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL
INSTRUCTION E
This
Registration Statement is being filed for the purpose of registering an additional (i) 1,079,452 shares of the Registrants common stock to be issued pursuant to the Registrants Amended and Restated 2014 Stock Option and Incentive Plan
(the Option Plan) and (ii) 31,555 shares of the Registrants common stock to be issued pursuant to the Registrants Amended and Restated 2014 Employee Stock Purchase Plan (the ESPP), which are the same class as
other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form
S-8,
this Registration Statement hereby
incorporates by reference the contents of (i) the registration statement on Form
S-8
filed by the Registrant on May 28, 2015 (Registration
No. 333-204501)
with
respect to the Option Plan and ESPP and (i) the registration statement on Form
S-8
filed by the Registrant on June 29, 2016 (Registration
No. 333-212308)
with
respect to the Option Plan and ESPP.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See 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, 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 Lexington, Commonwealth of
Massachusetts, on the 23rd day of March, 2017.
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INOTEK PHARMACEUTICALS CORPORATION
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By:
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/s/ David P. Southwell
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David P. Southwell
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President, Chief Executive Officer
and Director
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of David P. Southwell and
Dale Ritter as such persons true and lawful
attorney-in-fact
and agent with full power of substitution and resubstitution, for such person in such persons
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-8,
and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the SEC granting unto each said
attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said
attorney-in-fact
and agent, or any substitute or substitutes of any of them, 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 person in the capacities and
on the date indicated below.
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Name
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Title
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Date
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/s/ David P. Southwell
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President, Chief Executive Officer and Director
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March 23, 2017
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David P. Southwell
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(Principal Executive Officer)
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/s/ Dale Ritter
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Vice PresidentFinance
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March 23, 2017
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Dale Ritter
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(Principal Financial and Accounting Officer)
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/s/ Timothy Barberich
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Director
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March 23, 2017
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Timothy Barberich
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/s/ Carsten Boess
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Director
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March 23, 2017
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Carsten Boess
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/s/ J. Martin Carroll
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Director
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March 23, 2017
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J. Martin Carroll
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/s/ Paul G. Howes
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Director
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March 23, 2017
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Paul G. Howes
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/s/ Patrick Machado
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Director
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March 23, 2017
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Patrick Machado
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/s/ Gary M. Phillips, M.D.
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Director
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March 23, 2017
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Gary M. Phillips, M.D.
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/s/ Richard N. Spivey, PharmD, Ph.D.
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Director
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March 23, 2017
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Richard N. Spivey, PharmD, Ph.D.
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EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Amended and Restated Certificate of Incorporation of Inotek Pharmaceuticals Corporation (Incorporated by reference to Exhibit 3.1 to the registrants Annual Report on Form
10-K
(File
No. 001-36829).
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4.2
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Amended and Restated
By-Laws
of Inotek Pharmaceuticals Corporation (Incorporated by reference to Exhibit 3.2 to the registrants Annual Report on Form
10-K
(File
No. 001-36829).
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4.3
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Form of Common Stock Certificate of Inotek Pharmaceuticals Corporation (Incorporated by reference to Exhibit 4.1 to the registrants Annual Report on Form
10-K
(File
No. 001-36829)).
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4.4
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Third Amended and Restated Investor Rights Agreement, dated as of June 9, 2010, by and among the Registrant and each of the parties listed on Schedule A thereto (Incorporated by reference to Exhibit 4.2 to the
registrants Registration Statement on Form
S-1,
as amended (File No. 333-199859)).
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4.5
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Indenture between Inotek Pharmaceuticals Corporation, and Wilmington Trust, National Association, as the trustee, relating to the 5.0% Convertible Senior Notes due 2020 (Incorporated by reference to Exhibit 4.1 to the
registrants Form
8-K
filed with the SEC on February 26, 2015 (File
No. 001-36829)).
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4.6
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Base Indenture, dated as of August 5, 2016, by and between the Registrant and Wilmington Trust, National Association (Incorporated by reference to Exhibit 4.1 to the registrants Form
8-K
filed with the SEC on August 5, 2016) (File
No. 001-36829).
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4.7
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First Supplemental Indenture, dated as of August 5, 2016, by and between the Registrant and Wilmington Trust, National Association (Incorporated by reference to Exhibit 4.2 to the registrants Form
8-K
filed with the SEC on August 5, 2016) (File
No. 001-36829).
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4.8
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Form of 5.75% Convertible Senior Note due 2021(Incorporated by reference to Exhibit 4.3 to the registrants Form
8-K
filed with the SEC on August 5, 2016) (File
No. 001-36829).
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5.1*
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Opinion of Goodwin Procter LLP.
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23.1*
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Consent of RSM US LLP, Independent Registered Public Accounting Firm.
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23.2*
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Consent of Goodwin Procter 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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