Securities Registration: Employee Benefit Plan (s-8)

Date : 08/07/2019 @ 9:04PM
Source : Edgar (US Regulatory)
Stock : Collegium Pharmaceutical Inc (COLL)
Quote : 20.71  0.31 (1.52%) @ 11:01PM
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Securities Registration: Employee Benefit Plan (s-8)

 

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

 

100 Technology Center Drive
Stoughton, MA 02072

 

03-0416362

(State or other jurisdiction of
incorporation or organization)

 

(Address, including zip code, of
Principal Executive Offices)

 

(I.R.S. Employer
Identification No.)

 

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.

 

Shirley R. Kuhlmann, Esq.

Pepper Hamilton LLP

 

Executive Vice President

3000 Two Logan Square

 

and General Counsel

Eighteenth and Arch Streets

 

100 Technology Center Drive

Philadelphia, PA 19103

 

Stoughton, MA 02072

(215) 981-4000

 

(781) 713-3699

 

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

x

Accelerated filer

o

 

 

 

 

Non-accelerated filer

o

Smaller reporting company

o

 

 

 

 

 

 

Emerging growth company

o

 

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

 

Amount
To Be
Registered (1)

 

Proposed
Maximum
Offering
Price Per
Share (2)

 

Proposed
Maximum
Aggregate
Offering
Price

 

Amount Of
Registration
Fee

 

Common Stock, $0.001 par value per share

 

 

 

 

 

 

 

 

 

— Amended and Restated 2014 Stock Incentive Plan

 

1,330,625

(3)

$

10.36

 

$

13,785,275.00

 

$

1,670.78

 

— 2015 Employee Stock Purchase Plan

 

332,656

(4)

$

10.36

 

$

3,446,316.16

 

$

417.69

 

Total

 

1,663,281

 

 

$

17,231,591.16

 

$

2,088.47

 

 

(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 Registrant’s 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.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,663,281 shares of Common Stock of the Registrant that were added to the shares authorized for issuance under the Stock Incentive Plan and the ESPP for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 (File Nos. 333-207744, 333-218767 and 333-225498) filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2015, June 15, 2017 and June 7, 2018 , are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:

 

(a)          The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on February 27, 2019;

 

(b)          The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019, filed with the Commission on May 8, 2019 and August 7, 2019 , respectively;

 

(c)           The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed on February 27, 2019 and April 30, 2019 ; and

 

(d)          The description of the Registrant’s Common Stock contained in the Form 8-A filed with the Commission on May 1, 2015 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of further updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment 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 into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or amended, to constitute a part of this Registration Statement.

 

Item 8. Exhibits.

 

Exhibit
Number

 

Description

4.1

 

Second Amended and Restated Articles of Incorporation of Collegium Pharmaceutical, Inc. (1)

4.2

 

Amended and Restated Bylaws of Collegium Pharmaceutical, Inc. (2)

5.1

 

Opinion of Pepper Hamilton LLP 

23.1

 

Consent of Deloitte & Touche LLP

 

2


 

23.2

 

Consent of Pepper Hamilton LLP (included in Exhibit 5.1)

24.1

 

Power of Attorney (included on the signature page)

99.1

 

Amended and Restated 2014 Stock Incentive Plan (3)

99.2

 

Form of Incentive Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan (3)

99.3

 

Form of Non-Qualified Stock Option Agreement under the Amended and Restated 2014 Stock Incentive Plan (3)

99.4

 

Form of Restricted Stock Award Agreement under the Amended and Restated 2014 Stock Incentive Plan (3)

99.5

 

Form of Performance Share Unit Agreement under the Amended and Restated 2014 Stock Incentive Plan. (4)

99.7

 

2015 Employee Stock Purchase Plan (3)

 


(1)  Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on May 12, 2015.

(2)  Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on December 4, 2017.

(3) Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-207744) filed with the Commission on November 2, 2015.

(4)  Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 8, 2019.

 

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 Town of Stoughton, Commonwealth of Massachusetts, on this 7 day of August, 2019.

 

 

COLLEGIUM PHARMACEUTICAL, INC.

 

 

 

By:

/s/ Joseph Ciaffoni.

 

 

Joseph Ciaffoni

 

 

President and Chief Executive Officer

 

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

 

Title 

 

Date

 

 

 

 

 

/s/ Joseph Ciaffoni

 

President and Chief Executive Officer (Principal Executive Officer) and Director

 

August 7, 2019

Joseph Ciaffoni

 

 

 

 

 

 

 

 

/s/ Paul Brannelly

 

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 

August 7, 2019

Paul Brannelly

 

 

 

 

 

 

 

 

/s/ Michael T. Heffernan, R.Ph.

 

Chairman of the Board and Director

 

August 7, 2019

Michael T. Heffernan, R.Ph.

 

 

 

 

 

 

 

 

 

/s/ Garen G. Bohlin

 

Director

 

August 7, 2019

Garen G. Bohlin

 

 

 

 

 

 

 

 

 

/s/ John A. Fallon, M.D.

 

Director

 

August 7, 2019

John A. Fallon, M.D.

 

 

 

 

 

 

 

 

 

/s/ John G. Freund, M.D.

 

Director

 

August 7, 2019

John G. Freund, M.D.

 

 

 

 

 

 

 

 

 

/s/ David Hirsch, M.D., Ph.D.

 

Director

 

August 7, 2019

David Hirsch, M.D., Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Gwen A. Melincoff

 

Director

 

August 7, 2019

Gwen A. Melincoff

 

 

 

 

 

 

 

 

 

/s/ Gino Santini

 

Director

 

August 7, 2019

Gino Santini

 

 

 

 

 

4


 

/s/ Theodore R. Schroeder

 

Director

 

August 7, 2019

Theodore R. Schroeder

 

 

 

 

 

5


 

 

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