Securities Registration: Employee Benefit Plan (s-8)
March 13 2020 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 13, 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
Translate Bio, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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61-1807780
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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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29 Hartwell Avenue
Lexington, Massachusetts
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02421
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(Address of Principal Executive Offices)
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(Zip Code)
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2018 Equity Incentive Plan
(Full title of the plan)
Ronald C. Renaud, Jr.
President and Chief Executive Officer
Translate Bio, Inc.
29 Hartwell Avenue
Lexington, Massachusetts 02421
(Name and address of agent for service)
(617) 945-7361
(Telephone number, including area code, of agent for service)
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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☐
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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
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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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2,400,829 shares(2)
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$7.28 (3)
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$17,478,035 (3)
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$2,269
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this
registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of 2,400,829 additional shares issuable under the 2018 Equity Incentive Plan.
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(3)
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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 Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 11, 2020.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2018 Equity Incentive Plan (the “2018 Plan”) of Translate Bio, Inc. (the
“Registrant”) of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant
to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-226047, relating to the 2018 Plan filed by the
Registrant with the Securities and Exchange Commission on July 2, 2018 and the contents of the Registration Statement on
Form S-8, File No.
333-231746, relating to the 2018 Plan filed by the Registrant with the Securities and Exchange Commission on May 24, 2019.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Town of Lexington, Commonwealth of
Massachusetts, on this 13th day of March, 2020.
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TRANSLATE BIO, INC.
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By:
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/s/ Ronald C. Renaud, Jr.
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Ronald C. Renaud, Jr.
President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Translate Bio, Inc., hereby severally constitute and appoint Ronald C. Renaud, Jr., John R. Schroer and Paul
Burgess, 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
Translate Bio, 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, 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/ Ronald C. Renaud, Jr.
Ronald C. Renaud, Jr.
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President and Chief Executive Officer, Director
(Principal Executive Officer)
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March 13, 2020
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/s/ John R. Schroer
John R. Schroer
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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March 13, 2020
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/s Daniel S. Lynch
Daniel S. Lynch
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Chairman of the Board
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March 13, 2020
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/s/ Daniella Beckman
Daniella Beckman
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Director
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March 13, 2020
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/s/ George Demetri, M.D.
George Demetri, M.D.
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Director
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March 13, 2020
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/s/ Jean-François Formela, M.D.
Jean-François Formela, M.D.
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Director
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March 13, 2020
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/s/ Owen Hughes
Owen Hughes
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Director
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March 13, 2020
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/s/ Robert Meyer, M.D.
Robert Meyer, M.D.
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Director
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March 13, 2020
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/s/ Robert M. Plenge, M.D., Ph.D.
Robert M. Plenge, M.D., Ph.D.
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Director
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March 13, 2020
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