Securities Registration: Employee Benefit Plan (s-8)
March 01 2021 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ARVINAS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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47-2566120
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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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5 Science Park
395 Winchester Ave.
New
Haven, Connecticut
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06511
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(Address of Principal Executive Offices)
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(Zip Code)
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2018 Stock Incentive Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plan)
John Houston, Ph.D.
President and Chief Executive Officer
Arvinas, Inc.
5 Science
Park
395 Winchester Ave.
New Haven, Connecticut 06511
(Name and Address of Agent for Service)
(203) 535-1456
(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, $0.001 par value per share
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2,433,285 shares(2)
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$70.70(3)
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$172,033,250(3)
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$18,768.83
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, 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 (i) 1,946,628 additional shares issuable under the 2018 Stock Incentive Plan and (ii) 486,657
additional shares issuable under the 2018 Employee Stock Purchase 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 of 1933, as amended, and based upon the average of the high and low prices of the Registrants Common Stock as reported on the Nasdaq Global Select Market on February 23, 2021.
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EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2018 Stock Incentive Plan and the 2018 Employee Stock
Purchase Plan of Arvinas, Inc. (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. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on
Form S-8, File No. 333-227555, filed with the
Securities and Exchange Commission (the SEC) on September 27, 2018 by the Registrant, relating to the Registrants Incentive Share Plan, as amended, 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (ii) the
Registration Statement on Form S-8, File No. 333-231388,
filed with the SEC on May 10, 2019 by the Registrant, relating to the Registrants 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, and (iii) the Registration Statement on Form
S-8, File No. 333-237215, filed with the SEC on March 16,
2020 by the Registrant, relating to the Registrants 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, in each case, except for Item 8, Exhibits.
Item 8. Exhibits
(1)
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Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.1 to the
Registrants Current Report on Form 8-K and incorporated herein by reference.
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(2)
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Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.2 to the
Registrants Current Report on Form 8-K and incorporated herein by reference.
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(3)
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Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.4 to
Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-227112), and incorporated herein by reference.
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(4)
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Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.6 to
Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-227112), 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 City of New Haven, State of
Connecticut, on this 1st day of March, 2021.
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ARVINAS, INC.
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By:
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/s/ John Houston, Ph.D.
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John Houston, Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arvinas, Inc., hereby severally constitute and appoint John Houston, Ph.D., Sean Cassidy and Matthew Batters,
and each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable
Arvinas, 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, as amended, 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/ John Houston, Ph.D.
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President, Chief Executive Officer and Director
(principal executive officer)
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March 1, 2021
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John Houston, Ph.D
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/s/ Sean Cassidy
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Chief Financial Officer and Treasurer
(principal financial and accounting officer)
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March 1, 2021
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Sean Cassidy
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/s/ Timothy Shannon, M.D.
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Chairman of the Board of Directors
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March 1, 2021
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Timothy Shannon, M.D.
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/s/ Linda Bain
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Director
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March 1, 2021
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Linda Bain
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/s/ Wendy Dixon, Ph.D.
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Director
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March 1, 2021
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Wendy Dixon, Ph.D.
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/s/ Edward Kennedy, Jr.
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Director
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March 1, 2021
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Edward Kennedy, Jr.
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/s/ Bradley Margus
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Director
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March 1, 2021
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Bradley Margus
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/s/ Briggs Morrison, M.D.
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Director
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March 1, 2021
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Briggs Morrison, M.D.
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/s/ Leslie Norwalk, Esq.
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Director
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March 1, 2021
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Leslie Norwalk, Esq.
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/s/ Liam Ratcliffe, M.D., Ph.D.
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Director
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March 1, 2021
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Liam Ratcliffe, M.D., Ph.D.
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/s/ Laurie Smaldone Alsup, M.D.
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Director
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March 1, 2021
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Laurie Smaldone Alsup, M.D.
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