As filed with the Securities and Exchange Commission on June 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Assertio Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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85-0598378
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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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100 S. Saunders Road, Suite 300
Lake Forest, IL 60045
(Address of Principal Executive Offices)
Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan
Amended and Restated Assertio Holdings, Inc. 2004 Employee Stock Purchase Plan
(Full Title of the Plan)
Daniel A. Peisert
100 South Sanders Rd., Suite 300
Lake Forest, IL 60045
(224) 419-7106
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ryan A. Murr, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
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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o
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Accelerated filer
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x
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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 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
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
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share, available under the Assertio Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan
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13,000,000
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$
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0.81
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(2)
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$
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10,530,000
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(2)
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$
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1,366.79
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Common Stock, par value $0.0001 per share, available under the Amended and Restated Assertio Holdings, Inc. 2004 Employee Stock Purchase Plan
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1,200,000
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$
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0.69
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(3)
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$
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828,000
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(3)
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$
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107.47
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TOTAL
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14,200,000
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$
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11,358,000
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$
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1,474.27
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(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of common stock, par value $0.0001 (the Common Stock), which become issuable by reason of any stock split, stock dividend or similar transaction effected without the receipt of consideration which results in an increase in the number of the registrants outstanding shares of Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market on May 27, 2020.
(3) Estimated in accordance with Rule 457(h) based on a 15% discount from the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market on May 27, 2020 of $0.81, such discount representing the maximum permissible discount offered pursuant to such plan.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) 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 this 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 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 volume and price represent no more than a 20 percent 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 this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(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 by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
(b) 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; and
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 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.
3. 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 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.
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of Illinois, on June 3, 2020.
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Assertio Holdings, Inc.
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By:
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/s/ Todd N. Smith
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Todd N. Smith
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President and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints each of Todd N. Smith and Megan Timmins, their attorney-in-fact, with power of substitution, in their name and in the capacity indicated below, to sign any and all further amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may 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 date indicated.
Signature
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Title
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Date
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/s/ Todd N. Smith
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President, Chief Executive Officer and Director
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June 3, 2020
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Todd N. Smith
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(Principal Executive Officer)
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/s/ Daniel A. Peisert
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Executive Vice President and Chief Financial Officer
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June 3, 2020
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Daniel A. Peisert
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(Principal Financial and Accounting Officer)
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/s/ Arthur J. Higgins
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Chairman of the Board of Directors
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June 3, 2020
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Arthur J. Higgins
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/s/ Heather L. Mason
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Director
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June 3, 2020
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Heather L. Mason
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/s/ William T. McKee
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Director
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June 3, 2020
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William T. McKee
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/s/ Peter D. Staple
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Director
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June 3, 2020
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Peter D. Staple
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/s/ James L. Tyree
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Director
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June 3, 2020
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James L. Tyree
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/s/ David E. Wheadon
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Director
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June 3, 2020
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David E. Wheadon
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/s/ Timothy P. Walbert
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Director
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June 3, 2020
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Timothy P. Walbert
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/s/ Andrea H. Smiley
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Director
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June 3, 2020
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Andrea H. Smiley
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