- Securities Registration: Employee Benefit Plan (S-8)
March 15 2012 - 5:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 15, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANACOR PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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25-1854385
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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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Anacor Pharmaceuticals, Inc.
1020 East Meadow Circle
Palo Alto, CA 94303-4230
(650) 543-7500
(Address of principal executive offices)
2010 Equity Incentive Plan
2010 Employee Stock Purchase Plan
(Full titles of the plan)
David P. Perry
President and Chief Executive Officer
Anacor Pharmaceuticals, Inc.
1020 East Meadow Circle
Palo Alto, CA 94303-4230
(650) 543-7500
(Name, address, including zip code, and telephone number, including area code, of agent for
service)
Copies to:
Glen Y. Sato
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Facsimile: (650) 849-7400
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. (Check one):
Large Accelerated filer
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o
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Accelerated filer
x
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Non-accelerated filer
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o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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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(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 $0.001 per share, reserved for future grant under the Registrants 2010 Equity Incentive Plan
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1,127,765
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$
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5.47
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$
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6,168,874.55
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$
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706.96
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Common Stock, par value $0.001 per share, reserved for future grant under the Registrants 2010 Employee Stock Purchase Plan
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80,000
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$
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5.47
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$
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437,600.00
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$
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50.15
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Total
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1,207,765
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$
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5.47
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$
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6,606,474.55
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$
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757.11
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(1)
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Represents additional shares issuable under the Registrants 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan (collectively, the Plans) by reason of the automatic increase provisions of each of the Plans. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Act), this Registration Statement shall also cover any additional shares of Registrants Common Stock that became issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without receipt of consideration that increases the number of outstanding shares of Registrants Common Stock. In addition, pursuant to Rule 416(c) under the Act, this Registration Statement also covers an indeterminant amount of interests to be offered or sold pursuant to the Plans.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fees pursuant to Rule 457(h). The price per share and aggregate offering price is based on $5.47, the average of the high and low prices of the Registrants common stock on March 8, 2012 as reported on the NASDAQ Global Market.
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EXPLANATORY NOTE
Anacor Pharmaceuticals, Inc. (the Registrant) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 1,127,765 shares of its common stock, par value $0.001 per share (the Common Stock), issuable to eligible persons under the Anacor Pharmaceuticals, Inc. 2010 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrants Form S-8 filed on December 17, 2010 (File No. 333-171264) and registered on the Registrants Form S-8 filed on May 26, 2011 (File No. 333-174545) and (b) 80,000 shares of Common Stock, issuable to eligible persons under the Anacor Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrants Form S-8 filed on December 17, 2010 (File No. 333-171264).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8 No. 333-174545 filed with the Securities and Exchange Commission on May 26, 2011 are incorporated by reference herein.
The contents of Registration Statement on Form S-8 No. 333-171264 filed with the Securities and Exchange Commission on December 17, 2010 are incorporated by reference herein.
All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
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EXHIBITS
Exhibit
Number
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Description
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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3.2(2)
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Amended and Restated Bylaws of the Registrant.
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4.1
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Reference is made to Exhibits 3.1 through 3.2.
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4.2(2)
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Form of the Registrants Common Stock Certificate.
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4.3(i)(2)
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Amended and Restated Investors Rights Agreement among the Registrant and certain of its security holders, dated as of December 24, 2008, and amendment thereto, dated July 22, 2010.
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4.3(ii)(3)
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Amendment No. 2 to Amended and Restated Investors Rights Agreement among the Registrant and certain of its security holders, dated as of March 18, 2011.
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4.4(2)
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Amended and Restated Preferred Stock Purchase Warrant to purchase shares of Series D convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of May 1, 2008.
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4.5(2)
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Preferred Stock Purchase Warrant to purchase shares of Series D convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of May 1, 2008.
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4.6(2)
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Preferred Stock Purchase Warrant to purchase shares of Series E convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of January 1, 2010.
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4.7(4)
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Common Stock Purchase Agreement among the Registrant and certain of its security holders, dated as of November 23, 2010.
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4.8(4)
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Registration Rights Agreement among the Registrant and certain of its security holders, dated as of November 23, 2010.
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4.9(5)
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Amended and Restated Warrant to Purchase Stock issued as of March 18, 2011 to Oxford Finance LLC.
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4.10(5)
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Amended and Restated Warrant to Purchase Stock issued as of March 18, 2011 to Horizon Technology Finance Corporation.
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4.11(5)
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Warrant to Purchase Stock(1) issued December 28, 2011 to Oxford Finance LLC.
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4.12(5)
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Warrant to Purchase Stock(2) issued December 28, 2011 to Oxford Finance LLC.
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4.13(5)
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Warrant to Purchase Stock issued December 28, 2011 to Horizon Technology Finance Corporation.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
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24.1
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Power of Attorney is contained on the signature pages.
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99.1(6)
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Anacor Pharmaceuticals, Inc. 2010 Equity Incentive Plan, as amended, and forms of agreement thereunder.
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99.2(2)
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Anacor Pharmaceuticals 2010 Employee Stock Purchase Plan.
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(1)
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Filed as an exhibit to the Registrants Current Report on Form 8-K filed on December 6, 2010, and incorporated herein by reference.
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(2)
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Filed as an exhibit to the Registrants Registration Statement on Form S-1 (File No. 333-169322), effective November 23, 2010, and incorporated herein by reference.
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(3)
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Filed as an exhibit to the Registrants Current Report on Form 8-K filed on March 21, 2011, and incorporated herein by reference.
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(4)
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Filed as an exhibit to the Registrants Annual Report on Form 10-K filed for the year ended December 31, 2010 on March 29, 2011, and incorporated herein by reference.
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(5)
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Filed as an exhibit to the Registrants Annual Report on Form 10-K filed for the year ended December 31, 2011 on March 14, 2012, and incorporated herein by reference.
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(6)
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Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 26, 2011, and incorporated herein by reference.
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3
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 Palo Alto, State of California, on March 15, 2012.
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ANACOR PHARMACEUTICALS, INC.
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By:
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/S/ DAVID P. PERRY
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David P. Perry
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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 constitutes and appoints David P. Perry and Geoffrey M. Parker, and each or any one of them, his true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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 dates indicated.
Signature
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Title
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Date
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/s/ DAVID P. PERRY
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President, Chief Executive Officer and Director
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March 15, 2012
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David P. Perry
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(Principal Executive Officer)
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/s/ GEOFFREY M. PARKER
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Senior Vice President, Chief Financial Officer
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March 15, 2012
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Geoffrey M. Parker
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(Principal Financial and Accounting Officer)
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/s/ MARK LESCHLY
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Chairman of the Board of Directors
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March 15, 2012
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Mark Leschly
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/s/ ANDERS D. HOVE, M.D.
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Director
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March 15, 2012
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Anders D. Hove, M.D.
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/s/ PAUL H. KLINGENSTEIN
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Director
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March 15, 2012
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Paul H. Klingenstein
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/s/ WILLIAM J. RIEFLIN
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Director
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March 15, 2012
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William J. Rieflin
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/s/ LUCY SHAPIRO, PH.D.
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Director
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March 15, 2012
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Lucy Shapiro, Ph.D.
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4
EXHIBIT INDEX
Exhibit
Number
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Description
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3.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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3.2(2)
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Amended and Restated Bylaws of the Registrant.
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4.1
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Reference is made to Exhibits 3.1 through 3.2.
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4.2(2)
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Form of the Registrants Common Stock Certificate.
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4.3(i)(2)
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Amended and Restated Investors Rights Agreement among the Registrant and certain of its security holders, dated as of December 24, 2008, and amendment thereto, dated July 22, 2010.
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4.3(ii)(3)
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Amendment No. 2 to Amended and Restated Investors Rights Agreement among the Registrant and certain of its security holders, dated as of March 18, 2011.
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4.4(2)
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Amended and Restated Preferred Stock Purchase Warrant to purchase shares of Series D convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of May 1, 2008.
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4.5(2)
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Preferred Stock Purchase Warrant to purchase shares of Series D convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of May 1, 2008.
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4.6(2)
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Preferred Stock Purchase Warrant to purchase shares of Series E convertible preferred stock issued to Lighthouse Capital Partners V, L.P., dated as of January 1, 2010.
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4.7(4)
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Common Stock Purchase Agreement among the Registrant and certain of its security holders, dated as of November 23, 2010.
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4.8(4)
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Registration Rights Agreement among the Registrant and certain of its security holders, dated as of November 23, 2010.
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4.9(5)
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Amended and Restated Warrant to Purchase Stock issued as of March 18, 2011 to Oxford Finance LLC.
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4.10(5)
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Amended and Restated Warrant to Purchase Stock issued as of March 18, 2011 to Horizon Technology Finance Corporation.
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4.11(5)
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Warrant to Purchase Stock(1) issued December 28, 2011 to Oxford Finance LLC.
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4.12(5)
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Warrant to Purchase Stock(2) issued December 28, 2011 to Oxford Finance LLC.
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4.13(5)
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Warrant to Purchase Stock issued December 28, 2011 to Horizon Technology Finance Corporation.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
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24.1
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Power of Attorney is contained on the signature pages.
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99.1(6)
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Anacor Pharmaceuticals, Inc. 2010 Equity Incentive Plan, as amended, and forms of agreement thereunder.
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99.2(2)
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Anacor Pharmaceuticals 2010 Employee Stock Purchase Plan.
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(1)
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on December 6, 2010, and incorporated herein by reference.
(2)
Filed as an exhibit to the Registrants Registration Statement on Form S-1 (File No. 333-169322), effective November 23, 2010, and incorporated herein by reference.
(3)
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on March 21, 2011, and incorporated herein by reference.
(4)
Filed as an exhibit to the Registrants Annual Report on Form 10-K filed for the year ended December 31, 2010 on March 29, 2011, and incorporated herein by reference.
(5)
Filed as an exhibit to the Registrants Annual Report on Form 10-K filed for the year ended December 31, 2011 on March 14, 2012, and incorporated herein by reference.
(6)
Filed as an exhibit to the Registrants Current Report on Form 8-K filed on May 26, 2011, and incorporated herein by reference.
5
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