Securities Registration: Employee Benefit Plan (s-8)
June 21 2018 - 5:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 21, 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
INTRA-CELLULAR THERAPIES, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
36-4742850
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
430 East 29th Street
New York, New York 10016
(646)
440-9333
(Address, including zip code, of principal executive offices)
INTRA-CELLULAR THERAPIES, INC.
2018 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Michael I. Halstead
Senior Vice President, General Counsel and Secretary
Intra-Cellular Therapies, Inc.
430 East 29th Street
New
York, New York 10016
(646) 440-9333
(Name, address and telephone number, including area code, of agent for service)
Copies to:
William C. Hicks, Esq.
Megan N. Gates, Esq.
John P. Condon, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617)
542-6000
Facsimile:
(617) 542-2241
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.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered (1)
|
|
Proposed
Maximum
Offering Price
Per Share (2)
|
|
Proposed
Maximum
Aggregate
Offering Price (2)
|
|
Amount of
Registration Fee
|
Common Stock, par value $0.0001 per share
|
|
9,762,385 shares
|
|
$20.24 20.39
|
|
$197,599,672.42
|
|
$24,601.16
|
|
|
(1)
|
The number of shares of common stock, par value $0.0001 per share (Common Stock), of Intra-Cellular Therapies, Inc. (the Registrant), stated above consists of the aggregate number of shares which
may be sold (i) upon the exercise of options which have been granted under the Registrants 2018 Equity Incentive Plan (the 2018 Plan) (60,000 shares), (ii) upon the vesting of restricted stock units which have been granted
under the 2018 Plan (28,378 shares), and (iii) upon the exercise of options or issuance of stock-based awards which may hereafter be granted under the 2018 Plan (9,674,007 shares). The maximum number of shares which may be sold upon the
exercise of such options or issuance of stock-based awards granted under the 2018 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2018 Plan. Accordingly, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the Securities Act), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation
of any such anti-dilution and other provisions.
|
(2)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering
price (a) for outstanding options granted under the 2018 Plan are based upon the weighted-average exercise price of such outstanding options, and (b) for outstanding restricted stock units granted under the 2018 Plan or shares reserved for
future grant or issuance under the 2018 Plan are based on the average of the high and the low price of Registrants Common Stock as reported on The Nasdaq Global Select Market, as of a date (June 19, 2018) within five business days prior to
filing this Registration Statement. The chart below details the calculations of the registration fee:
|
|
|
|
|
|
|
|
|
Securities
|
|
Number of
Shares
|
|
Offering Price
Per Share (2)
|
|
Aggregate
Offering Price
|
Shares issuable upon the exercise of outstanding options
granted under the 2018 Plan
|
|
60,000 (3)
|
|
$20.39 (2)(a)
|
|
$1,223,400.00
|
Shares issuable upon the vesting of outstanding restricted
stock units granted under the 2018 Plan
|
|
28,378 (3)
|
|
$20.24 (2)(b)
|
|
$574,370.72
|
Shares reserved for future grant under the 2018 Plan
|
|
9,674,007 (3)
|
|
$20.24 (2)(b)
|
|
$195,801,901.70
|
Proposed Maximum Aggregate Offering Price
|
|
|
|
|
|
$197,599,672.42
|
Registration Fee
|
|
|
|
|
|
$24,601.16
|
|
|
(3)
|
Consists of (i) 4,750,000 shares of Common Stock, (ii) 642,915 shares of Common Stock that were available for grant under the Registrants Amended and Restated 2013 Equity Incentive Plan (the 2013 Plan)
as of the effective date of the 2018 Plan, and (iii) 4,369,470 shares of Common Stock subject to outstanding stock awards granted under the 2013 Plan or the Registrants 2003 Equity Incentive Plan (the 2003 Plan) that may become
available for issuance under the 2018 Plan.
|
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 9,762,385 shares of the Registrants common stock reserved under the Registrants 2018
Equity Incentive Plan (the 2018 Plan), consisting of (i) 4,750,000 shares of Common Stock, (ii) 642,915 shares of Common Stock that were available for grant under the Registrants Amended and Restated 2013 Equity Incentive Plan (the
2013 Plan) as of the effective date of the 2018 Plan, and (iii) 4,369,470 shares of Common Stock subject to outstanding stock awards granted under the 2013 Plan or the Registrants 2003 Equity Incentive Plan (the 2003
Plan) that may become available for issuance under the 2018 Plan, as such shares become available from time to time. This Registration Statement registers additional securities of the same class as other securities for which a registration
statement filed on Form
S-8
of the Registrant relating to an employee benefit plan is effective (SEC File
No. 333-193310).
The information contained in the
Registrants registration statement on Form
S-8
(SEC File
No. 333-193310)
is hereby incorporated by reference pursuant to General Instruction E of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
|
|
Exhibit
Description
|
|
Filed
Herewith
|
|
Incorporated
by Reference
herein
from
Form or
Schedule
|
|
Filing Date
|
|
SEC File/
Reg. Number
|
|
|
|
|
|
|
|
4.1
|
|
|
|
Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on November
7, 2013.
|
|
|
|
S-1/A
(Exhibit 3.1)
|
|
11/26/13
|
|
333-191238
|
|
|
|
|
|
|
|
4.2
|
|
|
|
Restated Bylaws of the Registrant.
|
|
|
|
8-K
(Exhibit 3.5)
|
|
9/5/2013
|
|
000-54896
|
|
|
|
|
|
|
|
4.3
|
|
|
|
Form of common stock certificate.
|
|
|
|
8-K
(Exhibit 4.1)
|
|
9/5/2013
|
|
000-54896
|
|
|
|
|
|
|
|
4.4
|
|
.1
|
|
Warrant to Purchase Common Stock dated April 19, 2013 issued to Alzheimer Drug Discovery Foundation, Inc.
|
|
|
|
8-K
(Exhibit 4.2.1)
|
|
9/5/2013
|
|
000-54896
|
|
|
|
|
|
|
|
|
|
.2
|
|
Amendment dated August 29, 2013 to Warrant to Purchase Common Stock dated April
19, 2013 issued to Alzheimer Drug Discovery Foundation, Inc.
|
|
|
|
8-K
(Exhibit 4.2.2)
|
|
9/5/2013
|
|
000-54896
|
|
|
|
|
|
|
|
5.1
|
|
|
|
Opinion of Mintz, Levin, Cohn, Glovsky and Popeo, P.C.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2
|
|
|
|
Consent of Ernst & Young LLP.
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1
|
|
|
|
Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
|
|
2018 Equity Incentive Plan.
|
|
|
|
8-K
(Exhibit 10.1)
|
|
6/21/2018
|
|
001-36274
|
|
|
|
|
|
|
|
99.2
|
|
|
|
Form of Stock Option Agreement under the 2018 Equity Incentive Plan.
|
|
|
|
8-K
(Exhibit 10.2)
|
|
6/21/2018
|
|
001-36274
|
SIGNATURES
The Registrant.
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 New York, New
York on June 21, 2018.
|
|
|
INTRA-CELLULAR THERAPIES, INC.
|
|
|
By
|
|
/s/ Sharon Mates, Ph.D.
|
|
|
Sharon Mates, Ph.D.
|
|
|
Chairman, President and Chief Executive Officer
|
Each person whose signature appears below constitutes and appoints Sharon Mates, Ph.D., Lawrence J.
Hineline and Michael I. Halstead, and each of them singly, her or his true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution in
each of them singly, for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-8
of Intra-Cellular Therapies, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that the
attorneys-in-fact
and agents or any
of each of them or their 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.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Sharon Mates, Ph.D.
Sharon Mates, Ph.D.
|
|
Chairman, President and Chief Executive Officer (principal executive officer)
|
|
June 21, 2018
|
|
|
|
/s/ Lawrence J. Hineline
Lawrence J. Hineline
|
|
Vice President of Finance and Chief Financial Officer (principal financial officer and principal
accounting officer)
|
|
June 21, 2018
|
|
|
|
/s/ Christopher Alafi, Ph.D.
Christopher Alafi, Ph.D.
|
|
Director
|
|
June 21, 2018
|
|
|
|
/s/ Richard Lerner, M.D.
Richard Lerner, M.D.
|
|
Director
|
|
June 21, 2018
|
|
|
|
/s/ Joel S. Marcus
Joel S. Marcus
|
|
Director
|
|
June 21, 2018
|
|
|
|
/s/ Rory B. Riggs
Rory B. Riggs
|
|
Director
|
|
June 21, 2018
|
|
|
|
/s/ Robert L. Van Nostrand
Robert L. Van Nostrand
|
|
Director
|
|
June 21, 2018
|
Intra Cellular Therapies (NASDAQ:ITCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Intra Cellular Therapies (NASDAQ:ITCI)
Historical Stock Chart
From Apr 2023 to Apr 2024