Securities Registration: Employee Benefit Plan (s-8)
May 10 2017 - 4:50PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 10, 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
INTERCEPT PHARMACEUTICALS, INC.
(
Exact Name of Registrant as Specified
in Its Charter)
Delaware
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22-3868459
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(
State or Other Jurisdiction
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(
I.R.S. Employer
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of Incorporation or Organization
)
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Identification No.
)
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10 Hudson Yards, 37
th
Floor
New York, NY 10001
(646) 747-1000
(
Address, Including Zip Code, of Principal
Executive Offices
)
INTERCEPT PHARMACEUTICALS, INC. 2012
EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Mark Pruzanski, M.D.
President and Chief Executive Officer
Intercept Pharmaceuticals, Inc.
10 Hudson Yards, 37
th
Floor
New York, NY 10001
(646) 747-1000
(
Name, Address and Telephone Number,
Including Area Code, of Agent for Service
)
Copies to:
Brian A. Johnson, Esq.
Wilmer Cutler Pickering Hale and Dorr
LLP
7 World Trade Center
250 Greenwich Street
New York, New York 10007
(212) 230-8800
Facsimile: (212) 230-8888
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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(Do not check if smaller reporting company)
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Smaller reporting company ☐
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Emerging Growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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 per share
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2,166,688 shares
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$113.10
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$245,052,413
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$28,402
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(1)
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The number of shares of common stock, par value $0.001
per share (“Common Stock”), of Intercept Pharmaceuticals, Inc. (the “Registrant”), stated above consists
of (i) additional shares of Common Stock reserved under the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the “2012
Plan”) as a result of the automatic increase in shares reserved under the 2012 Plan on January 1, 2016 (976,101 shares)
and January 1, 2017 (993,558 shares) pursuant to the terms thereof and (ii) 197,029 shares added to the 2012 Plan due to expirations
and forfeitures of equity awards previously made under the 2012 Plan. The maximum number of shares which may be issued under the
Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan. Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise
issuable after the operation of any such anti-dilution and other provisions.
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(2)
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Estimated solely for the purpose of calculating the amount
of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share
and the aggregate offering price for the additional shares reserved for future grant or issuance under the 2012 Plan are based
on the average of the high and the low sales prices of Registrant’s Common Stock as reported on The NASDAQ Global Market
as of a date (May 3, 2017) within five business days prior to filing this Registration Statement.
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EXPLANATORY NOTE
This Registration Statement
registers additional securities of the same class as other securities for which the registration statements filed on Form S-8 (SEC
File Nos. 333-184810, 333-188064 and 333-206247) of the Registrant are effective. The information contained in the Registrant’s
registration statements on Form S-8 (SEC File Nos. 333-184810, 333-188064 and 333-206247) are hereby incorporated by reference
pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
The Index of Exhibits immediately following
the signatures to this Registration Statement is incorporated herein by reference.
SIGNATURES
The Registrant
. 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 New York, New York on May 10, 2017.
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INTERCEPT PHARMACEUTICALS, INC.
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By
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/s/ Mark Pruzanski
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Mark Pruzanski, M.D.
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President and Chief Executive Officer
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We the undersigned officers and directors
of Intercept Pharmaceuticals, Inc., hereby severally constitute and appoint Mark Pruzanski, M.D. and Sandip Kapadia, and each of
them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our
names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Intercept Pharmaceuticals, Inc., and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities
as officers and directors to enable Intercept Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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.
Signature
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Title
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Date
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/s/ Mark Pruzanski
Mark Pruzanski, M.D.
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President and Chief Executive Officer and Director (Principal Executive Officer)
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May 10, 2017
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/s/ Sandip Kapadia
Sandip Kapadia
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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May 10, 2017
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/s/ Paolo Fundaro
Paolo Fundaro
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Chairman of the Board of Directors
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May 10, 2017
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/s/ Srinivas Akkaraju
Srinivas Akkaraju, M.D., Ph.D.
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Director
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May 10, 2017
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/s/ Luca Benatti
Luca Benatti, Ph.D.
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Director
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May 10, 2017
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/s/ Daniel Bradbury
Daniel Bradbury
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Director
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May 10, 2017
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/s/ Keith Gottesdiener
Keith Gottesdiener, M.D.
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Director
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May 10, 2017
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/s/ Gino Santini
Gino Santini
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Director
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May 10, 2017
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/s/ Glenn Sblendorio
Glenn Sblendorio
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Director
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May 10, 2017
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/s/ Daniel Welch
Daniel Welch
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Director
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May 10, 2017
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EXHIBIT INDEX
Exhibit
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Number
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Description
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(5.1)
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP as to the legality of shares being registered.
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(23.1)
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in opinion of counsel filed as Exhibit 5.1).
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(23.2)
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Consent of KPMG LLP, independent registered public accounting firm.
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(24.1)
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Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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