As filed with the Securities and Exchange Commission on August 9, 2018.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EGALET CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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600 Lee Road, Suite 100
Wayne, PA 19087
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46-3575334
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(State of Incorporation)
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(Address of principal executive offices)
(Zip Code)
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(I.R.S. Employer
Identification No.)
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EGALET CORPORATION
AMENDED AND RESTATED 2013 STOCK-BASED INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Megan C. Timmins, Esq.
Senior Vice President, General Counsel and Secretary
Egalet Corporation
600 Lee Road
Suite 100
Wayne, PA 19087
(Name and Address of Agent for Service)
(610) 833-4200
(Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
David S. Rosenthal, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036
(212) 698-3500
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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Emerging growth company
x
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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 to Section 7(a)(2)(B) of the Securities Act.
x
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, par value $0.001 per share
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6,000,000
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$
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0.35
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$
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2,100,000
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$
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261.45
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(1)
This Registration Statement relates to 6,000,000 shares of common stock of Egalet Corporation (the “Registrant”) not previously registered and available for issuance under the Registrant’s Amended and Restated 2013 Stock-Based Incentive Compensation Plan (the “Plan”). Pursuant to Rule 416 of the Securities Act, this registration statement shall also cover any additional shares of the Registrant’s common stock which become issuable under the Plan pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of common stock. The Registrant has previously registered 6,280,000 shares of common stock of the Registrant for issuance under the Plan.
(2)
The Proposed Maximum Offering Price Per Share and Proposed Maximum Aggregate Offering Price have been calculated solely for purposes of determining the applicable registration fee under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low selling price per share of common stock of the Registrant on August 3, 2018, as reported by the NASDAQ Stock Market.
EXPLANATORY NOTE
On April 1, 2014, Egalet Corporation (the “Company” or the “Registrant”) registered 1,680,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), to be offered or sold to participants under the Company’s Amended and Restated 2013 Stock-Based Incentive Compensation Plan (the “Plan”), pursuant to its Registration Statement on Form S-8 (File No. 333-194946) (the “First Registration Statement”). On June 15, 2015, the Company registered an additional 2,000,000 shares of the Company’s Common Stock to be offered or sold to participants under the Plan (File No. 333-204987) (the “Second Registration Statement”). On June 29, 2016, the Company registered an additional 2,600,000 shares of the Company’s Common Stock to be offered or sold to participants under the Plan (File No. 333-212298) (the “Third Registration Statement,” and together with the First Registration Statement and the Second Registration Statement, the “Previous Registration Statements”). On May 14, 2018, the holders of a majority of the Company’s outstanding common stock present in person or represented by proxy and entitled to vote on the matter approved an amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by an additional 6,000,000 shares. This Registration Statement on Form S-8 registers the 6,000,000 additional shares of Common Stock that may be offered or sold pursuant to the Plan. Accordingly, the contents of the Previous Registration Statements, including periodic reports that the Company filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the Previous Registration Statements are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Information required in Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended (the “Securities Act”) is not required to be filed with the Commission and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act. The documents containing the information specified in Part I of Form S-8 will be sent or given to directors, officers, employees and consultants as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference.
The Registrant is registering additional securities under the Plan covered hereby for which the Previous Registration Statements are currently effective. This registration statement is filed solely to register an additional 6,000,000 shares of the Company’s Common Stock for issuance under the Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Previous Registration Statements, including periodic reports that the Company filed with the Commission pursuant to the Exchange Act.
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