Securities Registration: Employee Benefit Plan (s-8)
August 29 2016 - 4:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 29, 2016
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MannKind
Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-3607736
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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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25134 Rye Canyon Loop, Suite 300
Valencia, CA 91355
(661)
775-5300
(Address of Principal Executive Offices, Including Zip Code)
MannKind Corporation 2013 Equity Incentive Plan
(Full Title of the Plan)
Matthew J. Pfeffer
Chief Executive Officer and Chief Financial Officer
MannKind Corporation
25134 Rye Canyon Loop, Suite 300
Valencia, CA 91355
(Name
and Address of Agent for Service)
(661) 775-5300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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David Thomson
Corporate Vice President, General Counsel & Secretary
MannKind Corporation
25134 Rye Canyon Loop, Suite 300
Valencia, CA 91355
(661)
775-5300
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L. Kay Chandler, Esq.
Sean M. Clayton, Esq.
Cooley LLP
4401 Eastgate
Mall
San Diego, CA 92121
(858) 550-6000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934:
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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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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title 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 issuable under the 2013 Equity Incentive Plan
(par value $0.01 per share)
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15,000,000 shares(3)
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$0.81
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$12,150,000
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$1,223.51
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also registers any additional shares of the Registrants common stock (the
Common Stock) as may become issuable under the MannKind Corporation 2013 Equity Incentive Plan (the 2013 Plan) as a result of any stock split, stock dividend, recapitalization or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(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 Registrants Common Stock on August 26, 2016, as reported on The NASDAQ Global Market.
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(3)
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Represents shares of Common Stock added to the shares authorized for issuance under the 2013 Plan pursuant to an amendment to the 2013 Plan approved by the Registrants stockholders at the Registrants 2016
Annual Meeting of Stockholders.
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INCORPORATION BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2013 Plan under a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission, or SEC, on May 23, 2013 (File No. 333-188790). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference
the contents of the Registration Statement referenced above.
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q
(File No. 000-50865),
filed with the SEC on August 9, 2016).
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4.2
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Amended and Restated Bylaws (incorporated by reference to the Registrants Current Report on Form 8-K
(File No. 000-50865),
originally filed with the SEC on
November 19, 2007).
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4.3
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Form of common stock certificate (incorporated by reference to the Registrants Annual Report on
Form 10-K
(File No. 000-50865),
filed with the SEC on March 18, 2013).
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5.1
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Opinion of Cooley 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 Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
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24.1
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Power of Attorney is contained on the signature pages of this Registration Statement.
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99.1
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MannKind Corporation 2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q
(File No. 000-50865),
filed with the SEC on August 9, 2016).
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99.2
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Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the MannKind Corporation 2013 Equity Incentive Plan (incorporated by reference to the Registrants registration statement on Form S-8
(File No. 000-188790),
filed with the SEC on May 23, 2013).
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99.3
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the MannKind Corporation 2013 Equity Incentive Plan (incorporated by reference to the Registrants registration statement on
Form S-8
(File No. 000-188790),
filed with the SEC on May 23, 2013).
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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 Valencia, State of California, on
August 29, 2016.
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MANNKIND CORPORATION
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By:
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/s/ Matthew J. Pfeffer
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M
ATTHEW
J. P
FEFFER
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Chief Executive Officer and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints M
ATTHEW
J.
P
FEFFER
and D
AVID
T
HOMSON
, and each 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 either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Matthew J. Pfeffer
Matthew J. Pfeffer
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Chief Executive Officer, Chief Financial
Officer and Director
(Principal
Executive Officer and
Principal Financial Officer)
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August 29, 2016
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/s/ Rosabel R. Alinaya
Rosabel R. Alinaya
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Senior Vice President, Finance
(Principal Accounting Officer)
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August 29, 2016
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/s/ Kent Kresa
Kent Kresa
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Chairman of the Board of Directors
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August 29, 2016
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/s/ Ronald J. Consiglio
Ronald J. Consiglio
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Director
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August 29, 2016
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/s/ Michael Friedman
Michael Friedman, M.D.
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Director
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August 29, 2016
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/s/ David H. MacCallum
David H. MacCallum
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Director
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August 29, 2016
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/s/ Henry L. Nordhoff
Henry L. Nordhoff
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Director
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August 29, 2016
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/s/ James S. Shannon
James S. Shannon, M.D., MRCP
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Director
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August 29, 2016
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrants Quarterly Report on
Form 10-Q
(File No. 000-50865),
filed with the SEC on August 9, 2016).
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4.2
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Amended and Restated Bylaws (incorporated by reference to the Registrants Current Report on
Form 8-K
(File No. 000-50865),
originally filed with the SEC on November 19, 2007).
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4.3
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Form of common stock certificate (incorporated by reference to the Registrants Annual Report on
Form 10-K
(File No. 000-50865), filed with the SEC on March 18,
2013).
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5.1
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Opinion of Cooley 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 Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
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24.1
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Power of Attorney is contained on the signature page of this Registration Statement.
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99.1
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MannKind Corporation 2013 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on
Form 10-Q
(File No. 000-50865),
filed with the SEC on August 9, 2016).
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99.2
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Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the MannKind Corporation 2013 Equity Incentive Plan (incorporated by reference to the Registrants registration statement on
Form S-8
(File No. 000-188790),
filed with the SEC on May 23, 2013).
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99.3
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the MannKind Corporation 2013 Equity Incentive Plan (incorporated by reference to the Registrants registration statement on
Form S-8
(File No. 000-188790),
filed with the SEC on May 23, 2013).
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