Securities Registration: Employee Benefit Plan (s-8)
March 04 2022 - 4:22PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 4, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of
1933
THERAVANCE BIOPHARMA, INC.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
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98-1226628 |
(State or other jurisdiction
of incorporation or organization) |
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(IRS Employer Identification No.) |
P.O. Box 309, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands KY1-1104
(Address of principal executive offices) (Zip
Code)
Theravance
Biopharma, Inc. 2013 Equity Incentive Plan
Theravance
Biopharma, Inc. 2013 Employee Share Purchase Plan
(Full titles of the Plans)
Brett Grimaud
Vice President and General
Counsel
c/o Theravance Biopharma
US, Inc.
901 Gateway Boulevard
South San Francisco,
California 94080
(Name and address of agent
for service)
(650) 808-6000
(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.
Large accelerated filer x |
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Accelerated filer ¨ |
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Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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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. ¨
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Theravance Biopharma, Inc. (the “Registrant”)
hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange
Commission (the “SEC”):
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. The Registrant is not,
however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts
and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent
to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to
the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime. The Registrant’s amended and restated memorandum and articles of
association provide for indemnification of officers and directors for actions, costs, charges, losses, damages and actual expenses incurred
in their capacities as such, except that such indemnification does not extend to any matter in respect of any actual fraud or willful
default that may attach to any of them. The Registrant has entered into indemnification agreements with its officers and directors providing
for indemnification to the fullest extent permitted by Cayman Islands law and, in certain respects, the indemnification agreements provide
greater protection than that specifically provided for by Cayman Islands law. The indemnification agreements do not provide indemnification
for, among other things, conduct which is found to be knowingly fraudulent or deliberately dishonest, or for willful misconduct. The
Registrant maintains liability insurance for its officers and directors.
Item 7. Exemption from Registration
Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number |
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Exhibit |
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4.1 |
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Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant’s Registration Statement No. 001-36033 on Form 10-12B/A, filed with the SEC on
April 30, 2014). |
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4.2 |
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Registration Rights Agreement of the Registrant (incorporated by reference to Exhibit 4.2 to the
Registrant’s Registration Statement No. 001-36033 on Form 10-12B/A, filed with the SEC on April 8, 2014). |
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4.3 |
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First Amendment of Registration Rights Agreement, dated February 10, 2020, by and between Theravance
Biopharma, Inc. and Glaxo Group Limited (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration
Statement No. 001-36033 on Form 10-Q, filed with the SEC on May 8, 2020). |
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5.1 |
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Opinion and consent of Maples and Calder
(Cayman) LLP. |
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23.1 |
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Consent of Independent Registered Public
Accounting Firm. |
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23.2 |
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Consent of
Independent Registered Public Accounting Firm. |
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23.3 |
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Consent of Maples and Calder (Cayman) LLP is contained in Exhibit 5.1 |
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24 |
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Power of Attorney. Reference is made to the signature page hereto. |
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99.1 |
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Theravance Biopharma, Inc. 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.1
to Registrant’s Registration Statement on Form S-8, filed with the SEC on August 18, 2014). |
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99.2 |
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Theravance Biopharma, Inc. 2013 Employee Share Purchase Plan, as amended (incorporated by reference
to Exhibit 99.2 to Registrant’s Registration Statement on Form S-8, filed with the SEC on August 18, 2014). |
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107 |
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Filing
Fee Table. |
Item 9. Undertakings
| A. | The
undersigned 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 of 1933,
as amended (the “1933 Act”); |
(ii) to
reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii) to
include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) shall
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 SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this Registration Statement.
(2) That
for the purpose of determining any liability under the 1933 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 1933 Act, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in
this 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.
C. Insofar
as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication
of such issue.
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 South San Francisco, State of California on this 4th day of March, 2022.
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THERAVANCE BIOPHARMA, INC. |
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By: |
/s/ Rick E Winningham |
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Rick E Winningham |
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Chief Executive Officer, Director and Chairman of the Board of Directors |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of
Theravance Biopharma, Inc., a Cayman Islands exempted company, do hereby constitute and appoint Rick E Winningham and Andrew A.
Hindman, and any of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either one of them, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements
of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing
power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in
the capacities indicated below to this Registration Statement, to any and all amendments, both pre- effective and post-effective, and
supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys
and agents, or either one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN
WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates
indicated.
Signature |
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Title |
|
Date |
/s/ Rick E Winningham |
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Chairman of the Board
and Chief Executive Officer |
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March 4, 2022 |
Rick
E Winningham
/s/ Andrew A. Hindman |
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(Principal
Executive Officer)
Senior Vice President
and Chief Financial Officer |
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March 4, 2022 |
Andrew
A. Hindman
/s/ Laurie Smaldone
Alsup, M.D. |
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(Principal
Financial and Accounting Officer)
Director |
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March 4, 2022 |
Laurie
Smaldone Alsup, M.D.
/s/ Eran Broshy |
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Director |
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March 4, 2022 |
Eran
Broshy
/s/ Donal O’Connor |
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Director |
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March 4, 2022 |
Donal
O’Connor
/s/ Burton G. Malkiel,
Ph.D. |
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Director |
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March 4, 2022 |
Burton
G. Malkiel, Ph.D. |
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Signature |
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Title |
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Date |
/s/ Dean J. Mitchell |
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Director |
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March 4, 2022 |
Dean
J. Mitchell
/s/ Susan M. Molineaux,
Ph.D. |
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Director |
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March 4, 2022 |
Susan
M. Molineaux, Ph.D.
/s/ Deepika R. Pakianathan,
Ph.D. |
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Director |
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March 4, 2022 |
Deepika
R. Pakianathan, Ph.D.
/s/ William D. Young |
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Director |
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March 4, 2022 |
William
D. Young
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