Securities Registration: Employee Benefit Plan (s-8)
June 27 2019 - 4:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 27, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SEATTLE GENETICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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91-1874389
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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21823 30
th
Drive SE
Bothell, Washington 98021
(Address of Principal Executive Offices) (Zip Code)
Seattle Genetics, Inc. Amended and Restated 2000 Employee Stock Purchase Plan
(Full title of the plan)
Clay B. Siegall, Ph.D.
President and Chief Executive Officer
Seattle Genetics, Inc.
21823 30
th
Drive SE
Bothell, Washington 98021
(425)
527-4000
(Name and address of agent for service) (telephone number, including area code, of agent for service)
Copies to:
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Jean Liu
Executive Vice President,
Legal Affairs & General Counsel
Seattle Genetics, Inc.
21823 30
th
Drive SE
Bothell, Washington 98021
(425)
527-4000
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Chadwick L. Mills
Cooley LLP
101 California
Street, 5
th
Floor
San Francisco, CA 94111-5800
(415)
693-2000
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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.
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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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Emerging growth company
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☐
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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. ☐
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, $0.001 par value per share
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1,000,000
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$71.16
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$71,160,000
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$8,625
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(1)
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Pursuant to Rule 416 promulgated 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 that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of outstanding shares of the Registrants Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and
Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants Common Stock as reported on The Nasdaq Global Select
Market on June 24, 2019.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
is being filed by Seattle Genetics, Inc. (the Registrant) for the
purpose of registering an additional 1,000,000 shares of the Registrants Common Stock to be issued pursuant to the Registrants Amended and Restated 2000 Employee Stock Purchase Plan (the ESPP). The shares of the
Registrants Common Stock previously reserved for issuance under the ESPP were registered on the Registrants Registration Statements on Form
S-8
(File Nos.
333-204331,
333-176144
and
333-56670),
filed with the Securities and Exchange Commission on
May 20,
2015
,
August 8, 2011
and
March 7, 2001
,
respectively.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the Securities and Exchange Commission (the Commission) and are
incorporated herein by reference:
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the Registrants Annual Report on
Form
10-K
for the fiscal year ended December 31, 2018, filed with the Commission on February 7, 2019 (the 2018 Form
10-K);
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the information specifically incorporated by reference into the 2018 Form
10-K
from the Registrants definitive proxy statement on
Schedule 14A
, filed with the Commission on
April 4, 2019;
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the Registrants Quarterly Report on
Form
10-Q
, filed with the Commission on April 26, 2019;
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the description of the Registrants common stock contained in the Registrants registration statement
on
Form
8-A
filed with the Commission on February 28, 2001, including any amendments or reports filed
for the purpose of updating such description.
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All 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 (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, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded 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 superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrants fourth amended and restated certificate of incorporation, as amended, provides that the Registrant is authorized to
indemnify its directors, officers and other agents through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise
permitted by Section 145 of the Delaware General Corporation Law, subject only to limits created by applicable Delaware law (statutory or
non-statutory),
with respect to actions for breach of duty to a
corporation, its stockholders, and others. In addition, the charter includes the elimination of liability for monetary damages to the Registrant and its stockholders for breach of fiduciary duty as a director. However, the Registrants
directors may be personally liable for liability:
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for any breach of duty of loyalty to the Registrant or to its stockholders;
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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for unlawful payment of dividends or unlawful stock repurchases or redemptions under Section 174 of the
Delaware General Corporation Law; or
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for any transaction from which the director derived an improper personal benefit.
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In addition, the Registrants amended and restated bylaws provide that:
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the Registrant is required to indemnify its directors and officers to the maximum extent and in the manner
permitted by Delaware law, subject to limited exceptions;
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the Registrant is required to advance expenses to its directors and officers as incurred in connection with legal
proceedings against them for which they may be indemnified; and
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the rights conferred in the amended and restated bylaws are not exclusive.
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The Registrant has entered into indemnification agreements with each of its directors and certain officers. These agreements, among other
things, require the Registrant to indemnify each director and officer to the fullest extent permitted by Delaware law, including indemnification for expenses such as attorneys fees, judgments, fines and settlement amounts incurred by the
director or officer in any action or proceeding, including any action by or in the right of the Registrant, arising out of the persons services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company
or enterprise to which the person provides services at the Registrants request. The Registrant believes that its charter and bylaws provisions and indemnification agreements are necessary to attract and retain qualified persons as directors
and officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(1)
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Previously filed as an exhibit to the Registrants Quarterly Report on Form
10-Q
for the quarter ended September 30, 2008, File
No. 000-32405,
filed with the Commission on November 7, 2008 and incorporated herein by reference.
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(2)
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Previously filed as an exhibit to the Registrants Current Report on Form
8-K,
File
No. 000-32405,
filed with the Commission on May 26, 2011 and incorporated herein by reference.
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(3)
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Previously filed as an exhibit to the Registrants Current Report on Form
8-K,
File
No. 000-32405,
filed with the Commission on November 25, 2015 and incorporated herein by reference.
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(4)
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Previously filed as an exhibit to the Registrants Registration Statement on Form
S-1/A,
File
No. 333-50266,
filed with the Commission on February 8, 2001 and incorporated herein by reference.
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+Filed herewith
Item 9. Undertakings.
1.
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The undersigned Registrant hereby undertakes:
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(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 of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the 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.
(iii) To include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement;
Provided
,
however
, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.
(b) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering thereof.
(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.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of 1933 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, 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 Bothell, State of
Washington on June 27, 2019.
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SEATTLE GENETICS, INC.
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By:
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S
/ C
LAY
B. S
IEGALL
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Clay B. Siegall, Ph.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 Clay B. Siegall, Todd E. Simpson
and Jean Liu, and each or any one of them, his or her true and lawful
attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-8,
and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the SEC), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable
the registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the SEC, 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 or she 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 or her substitutes or 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 indicated.
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Signature
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Title
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Date
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S
/ C
LAY
B. S
IEGALL
Clay B. Siegall, Ph.D.
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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June 27, 2019
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S
/ T
ODD
E. S
IMPSON
Todd E. Simpson
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Chief Financial Officer
(Principal Accounting and Financial Officer)
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June 27, 2019
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S
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RINIVAS
A
KKARAJU
Srinivas Akkaraju, M.D., Ph.D.
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Director
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June 27, 2019
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S
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ELIX
B
AKER
Felix Baker, Ph.D.
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Director
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June 27, 2019
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S
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AVID
W. G
RYSKA
David W. Gryska
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Director
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June 27, 2019
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S
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ARC
E. L
IPPMAN
Marc E. Lippman, M.D.
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Director
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June 27, 2019
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S
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OHN
A. O
RWIN
John A. Orwin
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Director
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June 27, 2019
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S
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LPNA
S
ETH
Alpna Seth, Ph.D.
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Director
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June 27, 2019
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S
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ANCY
A. S
IMONIAN
Nancy A. Simonian, M.D.
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Director
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June 27, 2019
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S
/ D
ANIEL
G. W
ELCH
Daniel G. Welch
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Director
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June 27, 2019
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