As filed with the Securities and Exchange Commission on August 7, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Collegium Pharmaceutical, Inc.
(Exact name of registrant as specified in its charter)
Virginia
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100 Technology Center Drive
Stoughton, MA 02072
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03-0416362
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(State or other jurisdiction of
incorporation or organization)
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(Address, including zip code, of
Principal Executive Offices)
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(I.R.S. Employer
Identification No.)
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AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
2015 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Joseph Ciaffoni
President and Chief Executive Officer
100 Technology Center Drive
Stoughton, MA
02072
(781) 713-3699
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jennifer L. Porter, Esq.
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Shirley R. Kuhlmann, Esq.
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Pepper Hamilton LLP
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Executive Vice President
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3000 Two Logan Square
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and General Counsel
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Eighteenth and Arch Streets
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100 Technology Center Drive
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Philadelphia, PA 19103
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Stoughton, MA 02072
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(215) 981-4000
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(781) 713-3699
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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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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.
o
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
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Amount Of
Registration
Fee
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Common Stock, $0.001 par value per share
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Amended and Restated 2014 Stock Incentive Plan
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1,330,625
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(3)
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$
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10.36
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$
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13,785,275.00
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$
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1,670.78
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2015 Employee Stock Purchase Plan
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332,656
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(4)
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$
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10.36
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$
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3,446,316.16
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$
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417.69
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Total
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1,663,281
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$
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17,231,591.16
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$
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2,088.47
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(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement on Form S-8 shall be deemed to cover any additional shares of common stock, $0.001 par value per share (the Common Stock), of Collegium Pharmaceutical, Inc., a Virginia corporation (the Registrant), which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of the Registrant. 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 Collegium Pharmaceutical, Inc. 2015 Employee Stock Purchase Plan (the ESPP).
(2) Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrants common stock as reported on The NASDAQ Global Select Market on August 5, 2019.
(3) Represents 1,330,625 shares of Common Stock of the Registrant that were added to the shares authorized for issuance under the Collegium Pharmaceutical, Inc. Amended and Restated 2014 Stock Incentive Plan (the Stock Incentive Plan) on January 1, 2019, pursuant to an evergreen provision contained in the Stock Incentive Plan. Pursuant to such provision in the Stock Incentive Plan, as of the first day of each fiscal year, from January 1, 2016 until the expiration of the Stock Incentive Plan, the number of shares authorized for issuance under the Stock Incentive Plan is increased by a number of shares of Common Stock equal to 4% of the total number of outstanding shares of Common Stock on December 31st of the immediately preceding calendar year or such lesser number of shares of Common Stock as determined by the Board of Directors of the Registrant.
(4) Represents 332,656 shares of Common Stock of the Registrant that were added to the shares authorized for issuance under the ESPP on January 1, 2019, pursuant to an evergreen provision contained in the ESPP. Pursuant to such provision in the ESPP, as of the first day of each fiscal year, from January 1, 2016 until December 31, 2025, the number of shares authorized for issuance under the ESPP is increased by a number equal to the least of (i) 400,000 shares of Common Stock, (ii) 1% of the outstanding shares of Common Stock on such date or (iii) an amount determined by the Board of Directors of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Stoughton, Commonwealth of Massachusetts, on this 7 day of August, 2019.
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COLLEGIUM PHARMACEUTICAL, INC.
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By:
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/s/ Joseph Ciaffoni.
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Joseph Ciaffoni
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President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned officers and directors of Collegium Pharmaceutical, Inc., hereby severally constitute and appoint Joseph Ciaffoni, Paul Brannelly and Shirley R. Kuhlmann, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Collegium Pharmaceutical, 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, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on the dates indicated.
Signature
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Title
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Date
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/s/ Joseph Ciaffoni
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President and Chief Executive Officer (Principal Executive Officer) and Director
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August 7, 2019
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Joseph Ciaffoni
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/s/ Paul Brannelly
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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August 7, 2019
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Paul Brannelly
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/s/ Michael T. Heffernan, R.Ph.
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Chairman of the Board and Director
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August 7, 2019
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Michael T. Heffernan, R.Ph.
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/s/ Garen G. Bohlin
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Director
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August 7, 2019
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Garen G. Bohlin
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/s/ John A. Fallon, M.D.
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Director
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August 7, 2019
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John A. Fallon, M.D.
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/s/ John G. Freund, M.D.
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Director
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August 7, 2019
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John G. Freund, M.D.
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/s/ David Hirsch, M.D., Ph.D.
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Director
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August 7, 2019
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David Hirsch, M.D., Ph.D.
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/s/ Gwen A. Melincoff
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Director
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August 7, 2019
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Gwen A. Melincoff
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/s/ Gino Santini
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Director
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August 7, 2019
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Gino Santini
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