Securities Registration: Employee Benefit Plan (s-8)
March 21 2017 - 5:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 21, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Portola Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-0216859
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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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270 E. Grand Avenue
South San Francisco, California 94080
(650) 246-7300
(Address
of principal executive offices) (Zip code)
Portola Pharmaceuticals, Inc. 2013 Equity Incentive Plan
(Full title of the plan)
William Lis
Chief Executive Officer
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, California 94080
(650) 246-7300
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey
Sally A. Kay
Cooley LLP
101 California Street, 5
th
Floor
San Francisco, CA 94111
(415) 693-2000
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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
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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 $0.001 per share
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2,827,208 (2)(3)
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$39.18 (4)
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$110,770,010
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$12,839
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional shares of common stock of Portola Pharmaceuticals, Inc. (the Registrant) that become issuable under the 2013 Equity Incentive Plan (the 2013 Plan) set
forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrants common stock.
(2)
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Represents additional shares of the Registrants common stock reserved for future issuance under the 2013 Plan by reason of the automatic increase provision of the 2013 Plan.
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(3)
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The number of shares reserved for issuance under the 2013 Plan will automatically increase on January 1st each year, starting on January 1, 2014 and continuing through January 1, 2023, by the lesser of
(a) five percent (5%) of the total number of shares of the Registrants common stock outstanding on December 31st of the immediately preceding calendar year and (b) a number determined by the Registrants board of
directors.
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(4)
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Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $39.18, the average of the high and low prices of the Registrants common
stock as reported on The NASDAQ Global Select Market on March 14, 2017.
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EXPLANATORY NOTE
Portola Pharmaceuticals, Inc. (the Registrant) is filing this Registration Statement on Form S-8 for the purpose of
registering an additional 2,827,208 shares of its common stock, par value $0.001 per share (the Common Stock), issuable to eligible persons under the 2013 Equity Incentive Plan, which Common Stock is in addition to the shares of Common
Stock registered on the Registrants Form S-8 filed on May 31, 2013 (File No. 333-188996), Form S-8 filed on May 12, 2014 (File No. 333-195897), Form S-8 filed on March 2, 2015 (File No. 333-202439) and Form
S-8 filed on February 29, 2016 (File No. 333-209810).
PART II
ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The Registration Statements on Form S-8
(File No. 333-188996), on Form S-8 (File No. 333-195897), on Form S-8 (File No. 333-202439) and on Form S-8 (File No. 333-209810), filed by the Registrant with the Securities and Exchange Commission on May 31, 2013,
May 12, 2014, March 2, 2015 and February 29, 2016, respectively, are incorporated by reference into this Registration Statement. In addition, the following documents filed by the Registrant with the SEC are incorporated by
reference into this Registration Statement:
1. The Registrants latest annual report on Form 10-K filed with the SEC on
March 1, 2017.
2. The Registrants Current Reports on Form 8-K filed on February 3, 2017, under the Exchange Act (File
No. 001-35935).
3. The description of the Registrants Common Stock contained in the Registrants registration statement
on Form 8-A filed with the Commission on May 17, 2013, including any amendments or reports filed for the purpose of updating such description.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
(other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement 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. 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 subsequently filed document that also 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 superseded, to constitute a part of this Registration Statement.
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of Portola Pharmaceuticals, Inc.
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4.2(2)
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Amended and Restated Bylaws of Portola Pharmaceuticals, Inc.
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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 (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1(3)
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Portola Pharmaceuticals, Inc. 2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.
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(1)
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Filed as Exhibit 3.1 to Registrants Current Report on Form 8-K (File No. 001-35935), filed with the Securities and Exchange Commission on May 28, 2013, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.2 to Registrants Current Report on Form 8-K (File No. 001-35935), filed with the Securities and Exchange Commission on May 28, 2013, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-187901), filed with the Securities and Exchange Commission on April 12, 2013, and incorporated herein by reference.
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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of South San Francisco, State of California, on March
21, 2017.
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PORTOLA
PHARMACEUTICALS
,
INC
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By:
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/s/ Mardi C. Dier
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Mardi C. Dier
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Executive Vice President and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints William Lis and Mardi C.
Dier, 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.
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Signature
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Title
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Date
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/s/ W
ILLIAM
L
IS
William Lis
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Chief Executive Officer and Director
(Principal Executive Officer)
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March 21, 2017
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/s/ M
ARDI
C. D
IER
Mardi C. Dier
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Executive Vice President and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
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March 21, 2017
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/s/ H
OLLINGS
C. R
ENTON
Hollings C. Renton
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Chairman of the Board of Directors
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March 21, 2017
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/s/ J
EFFREY
W. B
IRD
Jeffrey W. Bird, M.D., Ph.D.
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Director
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March 21, 2017
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/s/ L
AURA
A. B
REGE
Laura A. Brege
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Director
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March 21, 2017
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/s/ D
ENNIS
F
ENTON
Dennis Fenton, Ph.D.
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Director
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March 21, 2017
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/s/ C
HARLES
J. H
OMCY
Charles J. Homcy, M.D.
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Director
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March 21, 2017
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/s/ J
OHN
H. J
OHNSON
John H. Johnson
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Director
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March 21, 2017
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/s/ D
AVID
C. S
TUMP
David C. Stump, M.D.
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Director
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March 21, 2017
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Signature
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Title
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Date
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/s/ H. W
ARD
W
OLFF
H. Ward Wolff
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Director
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March 21, 2017
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of Portola Pharmaceuticals, Inc.
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4.2(2)
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Amended and Restated Bylaws of Portola Pharmaceuticals, Inc.
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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 (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1(3)
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Portola Pharmaceuticals, Inc. 2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.
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(1)
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Filed as Exhibit 3.1 to Registrants Current Report on Form 8-K (File No. 001-35935), filed with the Securities and Exchange Commission on May 28, 2013, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.2 to Registrants Current Report on Form 8-K (File No. 001-35935), filed with the Securities and Exchange Commission on May 28, 2013, and incorporated herein by reference.
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(3)
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Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-187901), filed with the Securities and Exchange Commission on April 12, 2013, and incorporated herein by reference.
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