Securities Registration: Employee Benefit Plan (s-8)
March 16 2018 - 4:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 16, 2018
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CARA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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75-3175693
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(State of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4 Stamford Plaza
107 Elm Street
Stamford,
Connecticut
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06902
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(Address of principal executive office)
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(Zip Code)
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2014 Equity Incentive Plan
(Full title of the plans)
Derek Chalmers, Ph.D., D.Sc.
Chief Executive Officer
Cara Therapeutics, Inc.
4 Stamford Plaza
107 Elm
Street
Stamford, Connecticut
(203)
406-3700
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Babak Yaghmaie
Darren
DeStefano
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036-7798
(212)
479-6000
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. (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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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, $0.001 par value per share
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979,868 (2)
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$14.57 (3)
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$14,271,777
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$1,776.84
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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 that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which
results in an increase in the number of the outstanding shares of the Registrants common stock.
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(2)
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Represents additional shares of the Registrants common stock reserved for issuance under the Registrants 2014 Equity Incentive Plan resulting from the automatic annual increase on January 1 of each year
from January 1, 2015 through January 1, 2024 by the lesser of (a) 3% of the total number of shares of the Registrants Common Stock outstanding on December 31 of the preceding calendar year and (b) a number of shares
determined by the Registrants board of directors.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrants common
stock as reported on the Nasdaq Global Market on March 12, 2018.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Cara Therapeutics, Inc. (the
Registrant
) is filing this Registration Statement with the Securities and Exchange Commission (the
Commission
) to register 979,868 additional shares of its Common Stock under the Registrants
2014 Equity Incentive Plan, pursuant to the provisions of the 2014 Equity Incentive Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2014 Equity Incentive Plan on January 1, 2018. In
accordance with the instructional note to Part I of Form
S-8
as promulgated by the Commission, the information specified by Part I of the Form
S-8
has been omitted from
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the
Registrant with the Commission are incorporated by reference into this Registration Statement:
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(a)
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The contents of the Registrants Registration Statements on Form
S-8,
filed with the Commission on February 12, 2014 (Registration
No. 333-193905),
on March 27, 2015 (Registration
No. 333-203057),
on March 11, 2016 (Registration
No.333-210096)
and on March 10, 2017 (Registration
No. 333-216606).
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(b)
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The Registrants Annual Report on Form
10-K
for the year ended December 31, 2017, filed with the Commission on March 15, 2018.
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(c)
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All other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended (the Exchange Act) since December 31, 2017.
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(d)
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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 January 27, 2014
(File
No. 001-36279)
under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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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.
(1)
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Filed as Exhibit 3.1 to the Registrants Current Report on Form
8-K
(File
No. 001-36279)
filed with the Commission on
February 7, 2014 and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.2 to the Registrants Current Report on Form
8-K
(File
No. 001-36279)
filed with the Commission on
February 7, 2014 and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to
Pre-effective
Amendment No. 2 to the Registrants Registration Statement on Form
S-1
Registration
(No. 333-192230)
filed with the Commission on January 17, 2014 and incorporated herein by reference.
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(4)
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Filed as Exhibit 10.3 to
Pre-effective
Amendment No. 2 to the Registrants Registration Statement on Form
S-1
Registration
(No. 333-192230)
filed with the Commission on January 17, 2014 and incorporated herein by reference.
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(5)
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Filed as Exhibit 10.3.1 to
Pre-effective
Amendment No. 2 to the Registrants Registration Statement on Form
S-1
Registration
(No. 333-192230)
filed with the Commission on January 17, 2014 and incorporated herein by reference.
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(6)
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Filed as Exhibit 10.3.2 to
Pre-effective
Amendment No. 2 to the Registrants Registration Statement on Form
S-1
Registration
(No. 333-192230)
filed with the Commission on January 17, 2014 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
Town of Stamford, State of Connecticut, on March 16, 2018.
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CARA THERAPEUTICS, INC.
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By:
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/s/ Derek Chalmers
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Derek Chalmers, Ph.D., D.Sc.
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each of the persons whose names appear below constitutes and appoints Derek Chalmers and Mani
Mohindru, and each of them, such persons true and lawful attorney in fact and agent, with full power of substitution and
re-substitution,
for such person and in his or her name, place and stead, in any
and all capacities, to execute any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under
the U.S. Securities Act of 1933), and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and such other agencies, offices and persons as may be
required by applicable law, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact
and agent 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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/s/ Derek Chalmers
Derek Chalmers
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Chief Executive Officer and Director
(Principal
Executive Officer)
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March 16, 2018
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/s/ Mani Mohindru
Mani Mohindru
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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March 16, 2018
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/s/ Harrison M. Bains
Harrison M. Bains
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Director
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March 16, 2018
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/s/ Jeffrey L. Ives
Jeffrey L. Ives
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Director
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March 16, 2018
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/s/ Martin Vogelbaum
Martin Vogelbaum
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Director
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March 16, 2018
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