Securities Registration: Employee Benefit Plan (s-8)
August 04 2021 - 7:31AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on August 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Therapeutics Corporation
(Exact Name of Registrant as Specified in the Charter)
Delaware
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52-1984749
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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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1040 Spring Street
Silver Spring, MD
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20910
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(Address of principal executive offices)
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(Zip Code)
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UNITED THERAPEUTICS CORPORATION
2015 STOCK INCENTIVE PLAN
(Full title of the plan)
Paul A. Mahon, Executive Vice President and
General Counsel
United Therapeutics Corporation
1040 Spring Street
Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Stephen I. Glover, Esq.
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John S. Hess,
Jr., Esq.
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Gibson, Dunn & Crutcher LLP
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Executive Vice President and Deputy General Counsel
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1050 Connecticut Avenue, N.W.
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United Therapeutics Corporation
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Washington, D.C. 20036
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1735 Connecticut Avenue, N.W.
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(202) 955-8500
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Washington, D.C. 20009
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(202) 483-7000
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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
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x
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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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CALCULATION OF REGISTRATION
FEE
Title of
Securities to be
Registered (1)
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Amount to be
Registered (2)
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Proposed Maximum
Offering Price Per Share
(3)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration
Fee
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Common Stock, par value $0.01 per share
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1,000,000 shares
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$
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182.885
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$
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182,885,000
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$
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19,952.76
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(1)
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This Registration Statement relates to the equity awards that may be issued under the amendment and restatement
of the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration
Statement also covers any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”),
of United Therapeutics Corporation that may be issued under the Plan as a result of any stock dividend, stock split, recapitalization
or other similar transactions.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
and (h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices
of the Common Stock as reported on the NASDAQ Global Select Market for July 30, 2021.
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INTRODUCTION
This Registration Statement on Form S-8 is being
filed by United Therapeutics Corporation, a Delaware corporation (the “Company” or the “Registrant”), in accordance
with General Instruction E to Form S-8 relating to 1,000,000 shares of Common Stock, issuable to eligible individuals under the Plan,
which 1,000,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant’s Registration
Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000 shares of Common
Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-225942) filed with the Securities and
Exchange Commission on June 28, 2018, (c) 450,000 shares of Common Stock previously registered on the Registrant’s Registration
Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, and (d) 500,000 shares of Common
Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-240156) filed with the Securities and
Exchange Commission on July 29, 2020, in each case together with all exhibits filed therewith or incorporated therein by reference ((a),(b),
(c) and (d) collectively, the “Prior Registration Statements”). Except as supplemented by the information set forth herein,
the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
* Filed herewith
[SIGNATURES ON THE NEXT PAGE]
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Company 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 Silver
Spring, State of Maryland, on this 4 day of August, 2021.
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UNITED THERAPEUTICS CORPORATION
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By:
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/s/ Martine A. Rothblatt
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Martine A. Rothblatt, Ph.D.
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Chairperson and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon, and each of them,
with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act
for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, any
and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the
Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act to register additional awards, and
to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, 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 he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which
shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Name
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Title
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Date
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/s/ Martine A. Rothblatt
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Chairperson and Chief Executive Officer
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August 4, 2021
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Martine A. Rothblatt, Ph.D.
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(Principal Executive Officer)
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/s/ James C. Edgemond
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Chief Financial Officer and Treasurer
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August 4, 2021
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James C. Edgemond
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(Principal Financial Officer and Principal Accounting Officer)
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Name
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Title
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Date
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/s/ Christopher Causey
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Director
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August 4, 2021
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Christopher Causey
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/s/ Raymond Dwek
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Director
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August 4, 2021
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Raymond Dwek
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/s/ Richard Giltner
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Director
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August 4, 2021
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Richard Giltner
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/s/ Katherine Klein
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Director
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August 4, 2021
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Katherine Klein
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/s/ Ray Kurzweil
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Director
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August 4, 2021
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Ray Kurzweil
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/s/ Linda Maxwell
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Director
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August 4, 2021
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Linda Maxwell
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/s/ Nilda Mesa
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Director
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August 4, 2021
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Nilda Mesa
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/s/ Judy Olian
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Director
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August 4, 2021
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Judy Olian
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/s/ Christopher Patusky
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Director
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August 4, 2021
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Christopher Patusky
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/s/ Louis Sullivan
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Director
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August 4, 2021
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Louis Sullivan
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/s/ Tommy Thompson
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Director
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August 4, 2021
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Tommy Thompson
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