Securities Registration: Employee Benefit Plan (s-8)
September 25 2019 - 6:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on September 24, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BELLUS HEALTH INC.
(Exact name of registrant as specified
in its charter)
|
Canada
|
Not applicable
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
275 Armand-Frappier Blvd.
Laval, Québec
Canada
|
H7V 4A7
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Stock Option Plan
(Full title of the plan)
C T Corporation System
1015 15th Street, NW
Suite 1000
Washington, District of Columbia 20005
(Name and address of agent for service)
(202) 572-3111
(Telephone number, including area code,
of agent for service)
Copy to:
|
François Desjardins
BELLUS Health Inc.
275 Armand-Frappier Blvd.
Laval, Québec H7V 4A7
Canada
(450) 680-4525
|
Thomas M. Rose
Troutman Sanders LLP
401 9th Street, NW, Suite 1000
Washington, District of Columbia 20004
United States
(757) 687-7715
|
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.
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
|
x
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
x
|
|
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
|
Title of securities
to be registered (1)
|
Amount to be
registered (2)
|
Proposed
maximum offering
price per share
|
Proposed
maximum
aggregate offering
price
|
Amount of
registration fee
|
|
Common shares, no par value, subject to outstanding options
|
4,214,721 shares
|
$1.63(3)
|
$6,869,995.23
|
$832.64
|
|
Common shares, no par value, not subject to outstanding options
|
1,310,180 shares
|
$7.24(4)
|
$9,485,703.20
|
$1,149.67
|
|
Total
|
5,524,901
shares
|
|
$16,355,698.43
|
$1,982.31
|
|
|
(1)
|
Common shares, no par value, of BELLUS Health Inc. (the “Registrant”) pursuant
to the Registrant’s Stock Option Plan (effective May 15, 2012) (the “Plan”).
|
|
|
(2)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also covers an indeterminate number of additional common shares that may be offered
and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Plan.
|
|
|
(3)
|
Based on the weighted average exercise price of $1.63 of options granted under the Plan outstanding
as of September 23, 2019.
|
|
|
(4)
|
Calculated in accordance with Rule 457(c) and (h) based on the average of the high and low prices
for the Registrant’s common shares reported on the Nasdaq Global Market on September 23, 2019, which was $7.24 per share.
|
|
|
PART I.
|
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
|
|
|
Item 1.
|
Plan Information.*
|
|
|
Item 2.
|
Registrant Information and Employee Plan Annual Information.*
|
*
The documents containing the information specified in “Item 1. Plan Information”
and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants,
as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities
and Exchange Commission (the “Commission”) either as part of this registration
statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
|
|
PART II.
|
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
|
|
Item 3.
|
Incorporation of Documents by Reference.
|
The following documents,
which have been filed with the Commission, are incorporated herein by reference:
|
|
(a)
|
The Registrant’s Registration Statement on Form F-10 filed with the Commission on September 3, 2019, as amended and effective on September 4, 2019 (File No. 333-233592) (the “Form F-10 Registration Statement”).
|
|
|
(b)
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), since the end of the fiscal year covered by the Form F-10 Registration Statement
incorporated by reference herein pursuant to (a) above.
|
|
|
(c)
|
The description of the Registrant’s common shares contained in the Form F-10 Registration
Statement incorporated by reference herein pursuant to (a) above, including any amendment or report filed for the purposes of updating
such description.
|
In addition, unless
otherwise stated herein, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
In addition, any report furnished by the Registrant on Form 6-K shall be deemed to be incorporated by reference in the registration
statement if and to the extent that such report on Form 6-K so provides.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement contained in
this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently
filed document which is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
|
|
Item 4.
|
Description of Securities.
|
Not applicable.
|
|
Item 5.
|
Interests of Named Experts and Counsel.
|
None.
|
|
Item 6.
|
Indemnification of Directors and Officers.
|
Under the Canada Business
Corporations Act (the “CBCA”), the Registrant may indemnify a present or former director or officer of the Registrant
or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in
a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other
proceeding in which the individual is involved because of that association with the Registrant or other entity. The Registrant
may not indemnify such an individual unless the individual acted honestly and in good faith with a view to the best interests of
the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director
or officer or in a similar capacity at the Registrant’s request and in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s
conduct was lawful. With approval of a court and subject to the sentence above, the Registrant may indemnify such individuals in
respect of an action by or on behalf of the Registrant or other entity to procure a judgment in its favor, to which the individual
is made a party because of the individual’s association with the Registrant or other entity as described above. The Registrant
may advance moneys to an individual described above for the costs, charges and expenses of a proceeding described above; however,
the individual shall repay the moneys if the individual does not fulfill the conditions set out above in the second sentence under
this heading. The aforementioned individuals are entitled to indemnification from the Registrant in respect of all costs, charges
and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative
or other proceeding to which the individual’s association with the Registrant or other entity as described above if the individual
was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual
described above ought to have done provided the individual fulfills the conditions set out above in the second sentence under this
heading.
The by-laws of the
Registrant provide that, the Registrant shall, unless the board of directors of the Registrant shall otherwise determine in any
particular case, indemnify a director or officer of the Registrant, a former director or officer of the Registrant, or another
individual who acts or acted at the Registrant’s request as a director or officer or an individual acting in a similar capacity,
of another entity to the maximum extent not prohibited by the CBCA. The by-laws of the Registrant provide that the Registrant may
purchase and maintain such insurance for the benefit of an individual referred to in this paragraph against any liability incurred
by the individual, in the individual’s capacity set forth in this paragraph.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
|
|
Item 7.
|
Exemption from Registration Claimed.
|
Not Applicable.
The following exhibits
are filed as part of this registration statement:
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a twenty percent (20%) change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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 City of Laval, Province of Québec, Canada, on September 24, 2019.
|
|
|
|
|
|
|
|
BELLUS HEALTH INC.
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ François Desjardins
|
|
|
|
|
|
François Desjardins
Vice President, Finance
|
|
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Roberto Bellini and François Desjardins,
and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and
to file the same, 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 and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
indicated on September 24, 2019.
|
Signature
|
|
Title
|
|
|
|
|
|
|
|
/s/
Roberto Bellini
|
|
Chief
Executive Officer and Director
|
|
|
Roberto Bellini
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
François Desjardins
|
|
Vice
President, Finance
|
|
|
François
Desjardins
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Francesco Bellini
|
|
Chairperson
of the Board of Directors
|
|
|
Francesco
Bellini
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Youssef L.
Bennani
|
|
Director
|
|
|
Youssef L.
Bennani
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Franklin M. Berger
|
|
Director
|
|
|
Franklin
M. Berger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Clarissa Desjardins
|
|
Director
|
|
|
Clarissa
Desjardins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Chau
Q. Khuong
|
|
Director
|
|
|
Chau
Q. Khuong
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Pierre Larochelle
|
|
Director
|
|
|
Pierre Larochelle
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Joseph Rus
|
|
Director
|
|
|
Joseph Rus
|
|
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a)
of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity of the
duly authorized representative of BELLUS Health Inc. in the United States, in the City of Newark, State of Delaware, on September
24, 2019.
|
|
|
|
PUGLISI & ASSOCIATES
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Donald J. Puglisi
|
|
|
|
Name:
|
|
Donald J. Puglisi
|
|
|
|
Title:
|
|
Managing Director
|
|