AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2019

 

REGISTRATION NO. 333-            

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

____________________

ENANTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

____________________

Delaware

04-3205099

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

500 Arsenal Street, Watertown, MA

(Address of Principal Executive Offices)

02472

(Zip Code)

 

2012 Equity Incentive Plan
(Full title of the plan)

____________________

Jay R. Luly
President and Chief Executive Officer
Enanta Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, Massachusetts 02472
(Name and address of agent for service)

(617) 607-0800
(Telephone number, including area code, of agent for service)

____________________

Copy to:

Stacie S. Aarestad, Esq.
Foley Hoag LLP

155 Seaport Boulevard
Boston, Massachusetts 02110-2600
(617) 832-1000

____________________

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

  

Smaller reporting company

Emerging growth company

 

 

 


 

 

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 each class of securities to be registered

Amount to be registered(1)

Proposed maximum offering price

per share(2)

Proposed maximum aggregate offering

price(3)

Amount of registration fee

Common Stock, $0.01 par value

241,826 shares

$78.39

$18,956,740.14

$2,297.56

 

(1)

This Registration Statement covers an aggregate of 241,826 shares of the Registrant’s Common Stock, par value $0.01 per share (the “Common Stock”), that are issuable with respect to outstanding options previously granted under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”) this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.

 

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act. For the shares of common stock reserved for issuance upon the exercise of outstanding options previously granted pursuant to the 2012 Plan, the proposed maximum offering price is $78.39 per share, which is the weighted average exercise price (rounded to the nearest cent) of the outstanding awards under the 2012 Plan and the grant date fair value per share of common stock underlying outstanding performance share unit awards made under the 2012 Plan.

 

 

(3)

Reflects the aggregate offering price based on the weighted average exercise price of the outstanding options and the grant date fair value of shares underlying outstanding performance share unit awards described in Note 2 above.

 


 

Statement Regarding Incorporation by Reference from Effective Registration Statement

Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 10, 2013 (File No. 333-189217) , December 18, 2013 (File No. 333-192935), February 24, 2015 (File No. 333- 202257), February 16, 2016 (File No. 333-209542), December 9, 2016 (File No. 333-215011) and December 11, 2017 (File No. 333-221988).

The number of shares of Common Stock, $0.01 par value per share, of the Company available for issuance under the 2012 Plan was subject to an automatic annual increase on the first day of each fiscal year of the Company equal to the least of (i) 3% of the outstanding shares on such date, (ii) 2,088,167 shares of Common Stock, or (iii) an amount determined by the Board. This Registration Statement registers the 241,826 shares of Common Stock that are subject to outstanding option and performance share unit awards that were made following the automatic annual increase of 582,637 shares of Common Stock on October 1, 2018 and prior to the approval of the Registrant’s 2019 Equity Incentive Plan (the “2019 Plan”) at the Registrant’s annual stockholder meeting on February 28, 2019.  The 340,811 shares of Common Stock that remained available for future issuance under the 2012 Plan immediately prior to stockholder approval of the 2019 Plan on February 28, 2019 became available for issuance under the 2019 Plan in accordance with its terms at such time. Those shares are being registered on a Registration Statement on Form S-8 being filed by the Registrant to register shares issuable under the 2019 Plan contemporaneously with the filing of this Registration Statement on Form S-8.  

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

Exhibit
Number

Description

4.1

Restated Certificate of Incorporation of Enanta Pharmaceuticals, Inc.  Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8‑K filed with the SEC on March 28, 2013 (File No. 001-35839) and incorporated herein by reference .

4.2

Amended and Restated Bylaws of Enanta Pharmaceuticals, Inc. (as amended and restated in August 2015).  Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8‑K filed with the SEC on August 18, 2015 (File No. 001-35839) and incorporated herein by reference.

4.3

Specimen certificate evidencing shares of common stock of Enanta Pharmaceuticals, Inc.  Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the SEC on February 5, 2013 (File No. 333-184779) and incorporated herein by reference.

5.1

Opinion of Foley Hoag LLP.  Filed herewith.

23.1

Consent of PricewaterhouseCoopers LLP.  Filed herewith.

23.2

Consent of Foley Hoag LLP.  Included in the opinion filed as Exhibit 5.1.

24.1

Power of Attorney.  Included on the signature page hereto.

99.1

2012 Equity Incentive Plan (As adjusted to reflect the application of the 1-for-4.31 reverse stock split of the Company’s common stock effected on March 1, 2013).  Previously filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K/A (Amendment No. 1) filed with the SEC on January 6, 2017 (File No. 001-35839) and incorporated herein by reference.

 


 

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 Watertown, Commonwealth of Massachusetts, as of May 10, 2019.

ENANTA PHARMACEUTICALS, INC.

 

 

By:

/s/    Jay R. Luly, Ph.D.        

 

Jay R. Luly, Ph.D.

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

We, the undersigned officers and directors of Enanta Pharmaceuticals, Inc., hereby severally constitute and appoint each of Jay R. Luly and Paul J. Mellett, our true and lawful attorneys‑in‑fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S‑8 (including any post‑effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact may 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 below by the following persons in the capacities and as of the dates indicated.

 

 

 

 

Signature

 

Title

 

Date

 

 

 

 

/s/    Jay R. Luly, Ph.D.        

 

Jay R. Luly, Ph.D.

President and Chief Executive
Officer and Director
(Principal Executive Officer)

May 10, 2019

 

 

 

/s/    Paul J. Mellett        

 

Paul J. Mellett

Chief Financial Officer

(Principal Financial and

Accounting Officer)

May 10, 2019

 

 

 

 

 

Stephen Buckley, Jr.

Director

 

 

 

 

/s/    Bruce L.A. Carter, Ph.D.        

 

Bruce L.A. Carter, Ph.D.

Director

May 10, 2019

 

 

 

/s/    George Golumbeski, Ph.D.        

 

George Golumbeski, Ph.D.

Director

May 10, 2019

 

 

 

/s/    Kristine Peterson        

 

Kristine Peterson 

Director

May 10, 2019

 

 

 

/s Lesley Russell, MBChB, MRCP

 

Lesley Russell, MBChB, MRCP

Director

May 10, 2019

 

 

 

/s/    Terry Vance        

 

Terry Vance

Director

May 10, 2019

 

 

 

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