Securities Registration: Employee Benefit Plan (s-8)
June 02 2020 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 2, 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
Verastem,
Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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27-3269467
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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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117 Kendrick St., Suite 500
Needham, MA
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02494
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended
and Restated 2012 Incentive Plan
(Full title of the plan)
Brian M. Stuglik
Chief Executive Officer
Verastem, Inc.
117 Kendrick St., Suite 500
Needham, MA 02494
(781) 292-4200
(Name, address, and telephone number, including
area code, of agent for service)
With copies to:
Marko S. Zatylny
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
(617) 951-7000
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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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company x
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Emerging
growth company ¨
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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 each class of securities to be
registered
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Amount to be
registered (1)
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Proposed maximum
offering price per share (2)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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Common Stock, $0.0001 par value per share
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13,000,000 shares
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$
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1.88
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$
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24,440,000
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$
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3,172.31
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Total
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13,000,000 shares
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$
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24,440,000
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$
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3,172.31
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(1) This Registration Statement
covers an aggregate of 13,000,000 shares of the Registrant’s common stock, par value $0.0001 per share (the “Common
Stock”), reserved for issuance under the Registrant’s Amended and Restated 2012 Incentive 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) Pursuant to Rules 457(c)
and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price
for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and
low prices of the Common Stock as reported by the Nasdaq Global Market on June 1, 2020 to be $1.94 and $1.82, respectively.
EXPLANATORY NOTE
This
Registration Statement on Form S-8 is being filed to register an additional 13,000,000 shares under the Registrant’s Amended
and Restated 2012 Incentive Plan. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference,
except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement
the entire contents of its Registration Statement on Form S-8 (File No. 333-180475) filed with the Securities and Exchange Commission on March 30, 2012.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
Exhibit
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Description
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4.1
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Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2011, filed by the Registrant with the Securities and Exchange Commission on March 30, 2012)
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4.2
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Certificate of Amendment to the Restated Certificate of
Incorporation of Verastem, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the
Securities and Exchange Commission on December 20, 2018)
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4.3
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Certificate of Amendment to the Restated Certificate of
Incorporation of Verastem, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the
Securities and Exchange Commission on May 21, 2020)
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4.4
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Amended and Restated Bylaws of the Registrant (incorporated
by reference to Exhibit 3.4 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant with the
Securities and Exchange Commission on January 13, 2012)
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4.5
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Amended and Restated 2012 Incentive Plan (incorporated by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed by the Registrant with the Securities
and Exchange Commission on May 21, 2020)
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5.1
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Opinion of Ropes & Gray LLP (filed herewith)
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23.1
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Consent of Ropes & Gray LLP (included in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP (filed herewith)
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24.1
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Power of attorney (included on the signature page of this
Registration Statement under the caption “Power of Attorney”)
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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 Town of Needham, Commonwealth of Massachusetts on June 2, 2020.
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VERASTEM, INC.
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By:
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/s/ Brian M. Stuglik
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Brian M. Stuglik
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Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Brian M. Stuglik and Robert Gagnon, and each of them singly, either of whom may act without the joinder
of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her 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 other documents in
connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of
them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, 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 below by the following persons in the capacities and on the dates indicated.
SIGNATURES
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TITLE
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DATE
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/s/ Brian M. Stuglik
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Chief Executive Officer
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June 2, 2020
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Brian M. Stuglik
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(Principal executive officer) and Director
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/s/ Robert Gagnon
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Chief Financial Officer
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June 2, 2020
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Robert Gagnon
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(Principal financial and accounting officer)
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/s/ Timothy Barberich
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Director
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June 2, 2020
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Timothy Barberich
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/s/ John H. Johnson
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Director
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June 2, 2020
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John H. Johnson
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/s/ Michael Kauffman
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Director
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June 2, 2020
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Michael Kauffman, M.D., Ph.D.
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/s/ Gina Consylman
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Director
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June 2, 2020
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Gina Consylman
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/s/ Eric Rowinsky
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Director
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June 2, 2020
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Eric Rowinsky, M.D.
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/s/ Bruce Wendel
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Director
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June 2, 2020
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Bruce Wendel
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