Securities Registration: Employee Benefit Plan (s-8)
January 15 2021 - 4:39PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 15, 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
ENZO
BIOCHEM, INC.
(Exact
name of Registrant as specified in its charter)
New
York
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13-2866202
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(State or Other
Jurisdiction
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(I.R.S.
Employer
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of Incorporation
or Organization)
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Identification
Number)
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527
Madison Avenue
New York, NY
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10022
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(Address
of Principal Executive Offices)
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(Zip
Code)
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ENZO
BIOCHEM, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN
(as
amended and restated effective as of October 7, 2020)
(Full
Title of the Plan)
Barry
W. Weiner
President
and Treasurer
Enzo
Biochem, Inc.
527
Madison Avenue
New
York, NY 10022
(Name
and address of agent for service)
(212)
583-0100
(Telephone
number, including area code, of agent for service)
Copy
to:
Robert
H. Cohen, Esq.
Ze’-ev
D. Eiger, Esq.
McDermott
Will & Emery LLP
340
Madison Avenue
New
York, NY 10173
(212)
547-5400
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 ☐
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Non-accelerated filer þ
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Smaller reporting company þ
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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 Exchange Act. ☐
CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be
registered(1)(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 $0.01 per share
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4,000,000
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$
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2.94
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$
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11,760,000
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$
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1,283.02
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(1)
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Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also registers any additional shares of common stock, par
value $0.01 per share (“Common Stock”), of Enzo Biochem, Inc. (the “Company”),
as may become available or issuable under the Enzo Biochem, Inc. Amended and Restated
2011 Incentive Plan, as amended and restated effective as of October 7, 2020 (the “Plan”),
to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
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(2)
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Pursuant
to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
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(3)
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Estimated
solely for the purpose of determining the amount of the registration fee pursuant to
Rule 457(c) and Rule 457(h) under the Securities Act, based on the average of the high
and low prices per share of Common Stock as reported on the New York Stock Exchange on
January 14, 2021.
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Explanatory
Note
This
Registration Statement is being filed solely to register an additional 4,000,000 shares of common stock, par value $0.01 per share
(the “Common Stock”), of Enzo Biochem, Inc. (the “Company”) reserved for issuance under the Company’s
Amended and Restated 2011 Incentive Plan, as amended and restated effective as of October 7, 2020 (the “Plan”). The
Plan was approved by the Company’s shareholders at the 2020 annual meeting of shareholders of the Company held on January
4, 2021. The securities subject to this Registration Statement are of the same class for which the Company previously filed with
the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the “Securities Act”). The Company initially registered 3,000,000 shares of Common Stock
issuable under the Plan pursuant to a Registration Statement on Form S-8 (File No. 333-172127) filed with Commission on February
9, 2011 and an additional 2,000,000 shares of Common Stock issuable under the Plan pursuant to a Registration Statement on Form
S-8 (File No. 333-226799) filed on August 13, 2018 (the “Prior Registration Statements”). Accordingly, the contents
of the Prior Registration Statements are hereby incorporated by reference in this Registration Statement pursuant to General Instruction
E of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed with the Commission are hereby incorporated by reference into this Registration Statement:
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(a)
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the
Company’s Annual Report on Form 10-K for the year ended July 31, 2020, filed with
the Commission on October 19, 2020;
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(b)
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the
Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2020, filed with the Commission on December
11, 2020;
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(c)
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the
Company’s Current Reports on Form 8-K filed with the Commission on November 16, 2020, November 23, 2020, November 25, 2020, December 14, 2020, December 17, 2020, January 6, 2021 and January 8, 2021; and
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(d)
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the
description of the Common Stock set forth in the Company’s Registration Statement on Form 8-A, filed with the Commission
on December 8, 1999.
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All
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Notwithstanding
the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Company under Items 2.02 or
7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the Commission will be incorporated by
reference into, or otherwise included in, this Registration Statement. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 New York, State of New York, on January 15, 2021.
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ENZO BIOCHEM, INC.
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By:
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/s/
Elazar Rabbani, Ph.D.
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Elazar Rabbani, Ph.D.
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Chairman of the Board, Chief Executive Officer
and Director
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Elazar Rabbani, Ph.D.
and David Bench, and each or either of them, his or her true and lawful attorney-in-fact and agent, 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, 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, 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 any of them, or their or his
or her substitutes or substitute, 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.
Date:
January 15, 2021
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By:
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/s/
Elazar Rabbani, Ph.D.
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Elazar Rabbani,
Ph.D.
Chairman of the Board, Chief Executive Officer and Director
(Principal Executive Officer)
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Date: January
15, 2021
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By:
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/s/
David Bench
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David Bench
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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Date: January
15, 2021
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By:
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/s/
Barry W. Weiner
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Barry W.
Weiner
President and Treasurer
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By:
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Rebecca J. Fischer
Director
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Date: January 15, 2021
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By:
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/s/ Dov
Perlysky
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Dov Perlysky
Director
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Date: January
15, 2021
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By:
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/s/
Mary Tagliaferri
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Mary Tagliaferri
Director
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By:
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Ian B. Walters
Director
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EXHIBIT
INDEX
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(1)
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Incorporated
by reference from the Company’s Registration Statement on Form S-8 (Registration
No. 333-123712) filed with the Commission on March 31, 2005.
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(2)
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Incorporated
by reference from the Company’s Current Report on Form 8-K filed with the Commission
on January 22, 2013.
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(3)
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Incorporated
by reference from the Company’s Current Report on Form 8-K filed with the Commission
on December 3, 2018.
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(4)
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Incorporated
by reference from the Company’s Current Report on Form 8-K filed with the Commission
on March 2, 2020.
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(5)
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Incorporated
by reference from the Company’s Annual Report on Form 10-K for the fiscal year
ended July 31, 2020 filed with the Commission on October 19, 2020.
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