Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

(Do not check if a smaller reporting company)

Emerging growth company

As filed with the Securities and Exchange Commission on August 6, 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

ORCHARD THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

England and Wales

Not applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

108 Cannon Street

London EC4N 6EU

United Kingdom

Not applicable

(Address of Principal Executive Offices)

(Zip Code)

Orchard Therapeutics plc 2018 Share Option and Incentive Plan

Orchard Therapeutics plc 2020 Inducement Equity Plan

(Full Title of the Plans)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name and address of agent for service)

+1 212 947 7200

(Telephone number, including area code, of agent for service)

Copies to:

Michael H. Bison

Benjamin Marsh
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
+1 617 570 1000

Andrew Harrow
Goodwin Procter (UK) LLP

100 Cheapside

London EC2V 6DY

United Kingdom

+44 20 7447 4200

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.

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



Title of Securities to be Registered⁽¹⁾	Amount to be Registered⁽²⁾	Proposed Maximum Offering Price per Share⁽⁵⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary shares, nominal value £0.10 per share
— reserved for issuance pursuant to Registrant’s 2018 Share Option and Incentive Plan	4,846,186 shares⁽³⁾	$4.91	$23,794,773.26	$3,088.56
— reserved for issuance pursuant to Registrant’s 2020 Inducement Equity Plan	1,000,000 shares⁽⁴⁾	$4.91	$4,910,000	$637.32

Total	5,846,186 shares		$28,704,773.26	$3,725.88

(1)

These shares may be represented by the American Depositary Shares (“ADSs”) of Orchard Therapeutics plc (the “Registrant”). Each ADS represents one ordinary share. ADSs issuable upon deposit of the ordinary shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-227905).

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant which become issuable under the above-named plans by reason of any share dividend, share 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 ordinary shares.

(3)

Represents an automatic increase on January 1, 2020 to the number of shares available for issuance under the Registrant’s 2018 Share Option and Incentive Plan (the “2018 Plan”), pursuant to the terms of the 2018 Plan. Shares available for issuance under the 2018 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 31, 2018 (File No. 333-228067) and March 22, 2019 (File No. 333-230432).

(4)	Represents the number of ordinary shares available for future issuance under the Registrant’s 2020 Inducement Equity Plan (the “2020 Inducement Plan”).

(5)

The price of $4.91 per share, which is the average of the high and low sale prices of the ADSs of the Registrant as quoted on The Nasdaq Global Select Market on July 30, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price.

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers (i) additional ordinary shares under the Registrant’s 2018 Plan and (ii) 1,000,000 ordinary shares reserved and available for future issuance under the Registrant’s 2020 Inducement Plan. The additional shares relating to the 2018 Plan are of the same class as other securities for which registration statements filed on Form S-8 (Registration Nos. 333-228067 and 333-230432) of the Registrant are effective.

The number of ordinary shares reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1, beginning in 2019, by an amount equal to the lesser of (i) 5.0% of the number of ordinary shares and/or ADSs issued and outstanding on the immediately preceding December 31 and (ii) such amount as determined by the Administrator (as defined in the 2018 Plan), currently the Compensation Committee of the Registrant’s Board of Directors. Accordingly, on January 1, 2020, the number of ordinary shares reserved and available for issuance under the Plan increased by 4,846,186 shares.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information.

The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2.

Registrant Information and Employee Plan Annual Information.

The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

(a)

The Registrant’s Annual Report on Form 10-K filed on February 27, 2020;

(b)

The Registrant’s Quarterly Reports on Form 10-Q filed on May 7, 2020 and August 6, 2020;

(c)

The Registrant’s Current Reports on Form 8-K filed on January 13, 2020 (containing items 8.01 and 9.01); January 29, 2020 (containing items 8.01 and 9.01); February 3, 2020 (containing item 5.02); March 20, 2020 (containing items 5.02 and 9.01); April 27, 2020 (containing items 8.01 and 9.01); May 15, 2020 (containing items 8.01 and 9.01); June 19, 2020 (containing items 5.03, 5.07 and 9.01); July 9, 2020 (containing items 1.01, 8.01 and 9.01); July 15, 2020 (containing items 8.01 and 9.01); July 20, 2020 (containing items 8.01 and 9.01); and

(d)

The description of the registrant’s Ordinary Shares and American Depositary Shares contained in the registrant’s Registration Statement on Form 8-A (File No. 001-38722), filed by the registrant with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on October 29, 2018, including any amendments or reports filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all of the shares 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.

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.

Under no circumstances will any information filed under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Subject to the U.K. Companies Act 2006, members of the Registrant’s board of directors and its officers have the benefit of the following indemnification provisions in the registrant’s Articles of Association:

Current and former members of the Registrant’s board of directors or officers shall be reimbursed for:

(i)

all costs, charges, losses, expenses and liabilities sustained or incurred in relation to his or her actual or purported execution of his or her duties in relation to the Registrant, including any liability incurred in defending any criminal or civil proceedings; and

(ii)

expenses incurred or to be incurred in defending any criminal or civil proceedings, in an investigation by a regulatory authority or against a proposed action to be taken by a regulatory authority, or in connection with any application for relief under the statutes of the United Kingdom and any other statutes that concern and affect the Registrant as a company (collectively, the “Statutes”) arising in relation to the Registrant or an associated company, by virtue of the actual or purposed execution of the duties of his or her office or the exercise of his or her powers.

In the case of current or former members of the Registrant’s board of directors, there shall be no entitlement to reimbursement as referred to above for (i) any liability incurred to the Registrant or any associated company, (ii) the payment of a fine imposed in any criminal proceeding or a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iii) the defense of any criminal proceeding if the member of the Registrant’s board of directors is convicted, (iv) the defense of any civil proceeding brought by the Registrant or an associated company in which judgment is given against the director, and (v) any application for relief under the statutes of the United Kingdom and any other statutes that concern and affect the Registrant as a company in which the court refuses to grant relief to the director.

In addition, members of the Registrant’s board of directors and its officers who have received payment from the Registrant under these indemnification provisions must repay the amount they received in accordance with the Statutes or in any other circumstances that the Registrant may prescribe or where the Registrant has reserved the right to require repayment.

In addition, the Registrant has entered or intends to enter into a deed of indemnity with each of its directors and officers. In addition to such indemnification, the Registrant provides its directors and officers with directors’ and officers’ liability insurance.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX


Exhibit No.		Description

4.1(1)		Articles of Association of Orchard Therapeutics plc

4.2(2)		Deposit Agreement

4.3(2)		Form of American Depositary Receipt (included in exhibit 4.2)

5.1*		Opinion of Goodwin Procter (UK) LLP

23.1*		Consent of Goodwin Procter (UK) LLP (included in Exhibit 5.1)

23.2*		Consent of PricewaterhouseCoopers LLP, a Delaware limited liability partnership

23.3*		Consent of PricewaterhouseCoopers LLP, a United Kingdom entity

24.1*		Power of Attorney (included on signature page)

99.1(3)		2018 Share Option and Incentive Plan

99.1(4)		Forms of award agreements under the 2018 Share Option and Incentive Plan

99.2*		2020 Inducement Equity Plan and forms of award agreements thereunder

(1)	Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-38722), filed with the Securities and Exchange Commission on June 19, 2020, and incorporated herein by reference.

(2)	Filed as Exhibits 2.1 and 2.2 to Registrant’s Annual Report on Form 20-F (File No. 001-38722), filed with the Securities and Exchange Commission on March 22, 2019, and incorporated herein by reference.

(3)	Filed as Exhibit 4.3 to Registrant’s Annual Report on Form 20-F (File No. 001-38722), filed with the Securities and Exchange Commission on March 21, 2019, and incorporated herein by reference.

(4)	Filed as Exhibit 10.13 to Registrant’s Annual Report on Form 10-K (File No. 001-38722), filed with the Securities and Exchange Commission on February 27, 2020, and incorporated herein by reference.

*	Filed herewith.

Item 9.

Undertakings.

(a) The Registrant hereby undertakes:

(1) 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.

(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% 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)(1)(i) and (a)(1)(ii) herein 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 Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) 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.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.

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 London, United Kingdom, on the 6th day of August, 2020.


ORCHARD THERAPEUTICS PLC

By:		/s/ Bobby Gaspar
		Bobby Gaspar
		Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Bobby Gaspar and Frank E. Thomas as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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 all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and 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 any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.


Name	Title	Date

/s/ Bobby Gaspar	Chief Executive Officer and Director (Principal Executive Officer)	August 6, 2020
Bobby Gaspar, M.D., Ph.D.

/s/ Frank E. Thomas	President and Chief Operating Officer (Principal Financial Officer and Principal Accounting Officer)	August 6, 2020
Frank E. Thomas

/s/ James A. Geraghty	Chairman of the Board of Directors	August 6, 2020
James A. Geraghty

/s/ Steven M. Altschuler	Director	August 6, 2020
Steven M. Altschuler, M.D.

/s/ Joanne T. Beck	Director	August 6, 2020
Joanne T. Beck, Ph.D.

/s/ John Curnutte	Director	August 6, 2020
John Curnutte, M.D., Ph.D.



/s/ Marc Dunoyer	Director	August 6, 2020
Marc Dunoyer

/s/ Jon Ellis	Director	August 6, 2020
Jon Ellis, Ph.D.

/s/ Charles A. Rowland, Jr.	Director	August 6, 2020
Charles A. Rowland, Jr.

/s/ Alicia Secor	Director	August 6, 2020
Alicia Secor



Cogency Global Inc.

By:	/s/ Colleen A. De Vries	Authorized Representative in the United States	August 6, 2020
	Name: Colleen A. De Vries
	Title: Senior Vice President