Securities Registration: Employee Benefit Plan (s-8)
January 27 2017 - 4:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 27, 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
R
EGULUS
T
HERAPEUTICS
I
NC
.
(Exact name of registrant as specified in its charter)
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Delaware
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26-4738379
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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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10614 Science Center Drive
San Diego, CA
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92121
(Zip Code)
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(Address of Principal Executive Offices)
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2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
(Full titles of the plans)
Paul C. Grint M.D.
President and Chief Executive Officer
Regulus Therapeutics Inc.
10614 Science Center Drive
San Diego, CA 92121
(858)
202-6300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq.
Kenneth J. Rollins, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, California 92121
Tel:
(858) 550-6000
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):
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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(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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2012 Equity Incentive Plan
Common Stock, $0.001 par value per share
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2,116,992(3)
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$2.225
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$4,710,307.20
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$545.93
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2012 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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500,000(4)
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$2.225
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$1,112,500.00
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$128.94
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Total
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2,616,992
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N/A
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$5,822,807.20
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$674.87
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(1)
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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 the Registrants Common Stock
(Common Stock) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
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(2)
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This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average
of the high and low prices of the Common Stock on January 24, 2017, as reported on the Nasdaq Stock Market.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Regulus Therapeutics Inc. 2012 Equity Incentive Plan (the 2012 EIP) on January 1, 2017
pursuant to an evergreen provision contained in the 2012 EIP. Pursuant to such provision, on January 1
st
of each year from 2013 until 2022, the number of shares authorized for
issuance under the 2012 EIP is automatically increased by: (a) a number equal to 4% of the total number of shares of Common Stock outstanding on December 31
st
of the preceding calendar year;
or (b) a number determined by the Registrants board of directors that is less than the amount set forth in the foregoing clause (a).
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(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Regulus Therapeutics Inc. 2012 Employee Stock Purchase Plan (the 2012 ESPP) on January 1,
2017 pursuant to an evergreen provision contained in the 2012 ESPP. Pursuant to such provision, on January 1
st
of each year from 2013 until 2022, the number of shares authorized
for issuance under the 2012 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31
st
of the preceding
calendar year; (b) 500,000 shares of Common Stock; and (c) a number determined by the Registrants board of directors that is less than the amounts set forth in the foregoing clauses (a) and (b).
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INCORPORATION OF DOCUMENTS BY REFERENCE.
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for
which Registration Statements of the Registrant on Form
S-8
relating to the same employee benefit plans are effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2012 EIP and the 2012 ESPP under Registration
Statements on Form
S-8
filed with the Securities and Exchange Commission (the Commission) on October 5, 2012 (File
No. 333-184324), May 15,
2013 (File
No. 333-188606), March 4,
2014 (File
No. 333-194294),
February 9, 2015 (File
No. 333-201988)
and February 23, 2016 (File
No. 333-209654).
Pursuant to General Instruction E to Form
S-8,
this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
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 San
Diego, State of California, on January 27, 2017.
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R
EGULUS
T
HERAPEUTICS
I
NC
.
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By:
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/s/ Paul C. Grint
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Paul C. Grint, M.D.
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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 Paul C. Grint, M.D. as his true
and lawful
attorney-in-fact
and agent, with full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact
and agent 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
attorney-in-fact
and agent or his substitute may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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/ Paul C. Grint
Paul C. Grint, M.D.
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President, Chief Executive Officer and Member of the Board of Directors
(Principal Executive Officer)
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January 27, 2017
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/s/ Joseph P. Hagan
Joseph P. Hagan
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Chief Operating Officer
(Principal Financial and Accounting Officer
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January 27, 2017
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/s/ Stelios Papadopoulos
Stelios Papadopoulos, Ph.D.
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Chairman of the Board and Member of the Board of Directors
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January 27, 2017
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/s/ David Baltimore
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Member of the Board of Directors
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January 27, 2017
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David Baltimore, Ph.D.
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/s/ Mark G. Foletta
Mark G. Foletta
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Member of the Board of Directors
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January 27, 2017
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/s/ William H. Rastetter
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Member of the Board of Directors
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January 27, 2017
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William H. Rastetter, Ph.D.
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/s/ Hugh Rosen
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Member of the Board of Directors
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January 27, 2017
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Hugh Rosen, M.D., Ph.D.
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/s/ Douglas E. Williams
Douglas E. Williams, Ph.D.
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Member of the Board of Directors
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January 27, 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 the Registrant.
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4.2
(2)
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Amended and Restated Bylaws of the Registrant.
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4.3
(3)
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Form of Common Stock Certificate of the Registrant.
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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. Reference is made to Exhibit 5.1.
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24.1
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Power of Attorney. Reference is made to the signature page hereto.
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99.1
(4)
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2012 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.
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99.2
(5)
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2012 Employee Stock Purchase Plan.
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(1)
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Previously filed as Exhibit 3.1 to the Registrants Quarterly Report on Form
10-Q,
filed with the Commission on August 3, 2016, and incorporated herein by
reference.
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(2)
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Previously filed as Exhibit 3.1 to the Registrants Current Report on Form
8-K,
filed with the Commission on June 8,
2016, and incorporated herein by reference.
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(3)
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Previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form
S-1
(File
No. 333-183384),
originally filed
with the Commission on August 17, 2012, as amended, and incorporated herein by reference.
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(4)
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Previously filed as Exhibit 10.3 to the Registrants Registration Statement on Form
S-1
(File
No. 333-183384),
originally filed
with the Commission on August 17, 2012, as amended, and incorporated herein by reference.
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(5)
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Previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form
S-1
(File
No. 333-183384),
originally filed
with the Commission on August 17, 2012, as amended, and incorporated herein by reference.
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