Securities Registration: Employee Benefit Plan (s-8)
March 14 2019 - 4:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 14, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
DECIPHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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30-1003521
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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500 Totten Pond Road
Waltham, MA 02451
(781)
209-6400
(Address of Principal Executive Offices)
Deciphera Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan
Deciphera Pharmaceuticals, Inc. 2017 Employee Stock Purchase Plan
(Full Title of the Plans)
Michael D.
Taylor, Ph.D.
President & Chief Executive Officer
Deciphera Pharmaceuticals, Inc.
500 Totten Pond Road
Waltham, MA 02451
(781)
209-6400
(Name, address, including zip code, and telephone number, including area code, of agent for
service)
Copies to:
Richard A. Hoffman, Esq.
Edwin M. OConnor, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, MA 02210
(617)
570-1000
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.
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Large accelerated filer
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☐
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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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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 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
(2)
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2017 Stock Option and Incentive Plan
Common Stock, $0.01 par value per share
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1,507,070 shares
(3)
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$26.01
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$39,198,890.70
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$4,750.91
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2017 Employee Stock Purchase Plan
Common Stock, $0.01 par value per share
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376,767 shares
(4)
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$26.01
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$9,799,709.67
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$1,187.73
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Total
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1,883,837 shares
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$5,938.64
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act, and based on $26.01, the average of the high and low sale prices of the Registrants common stock as reported on the Nasdaq Global Select Market on March 8, 2019.
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(3)
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Consists of 1,507,070 shares of Common Stock that may become issuable under the Registrants 2017 Stock
Option and Incentive Plan pursuant to its terms.
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(4)
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Consists of 376,767 shares of Common Stock that may become issuable under the Registrants 2017 Employee
Stock Purchase Plan pursuant to its terms.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
registers additional shares of Common Stock under the Registrants 2017
Stock Option and Incentive Plan (the Plan) and the Registrants 2017 Employee Stock Purchase Plan (the ESPP). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an
automatic annual increase on each January 1, beginning in 2018, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of
Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2019, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,507,070 shares. The number of
shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, beginning in 2018, by the lesser of 400,000 shares, one percent of the number of shares of Common Stock
issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2019, the number of shares of Common
Stock reserved and available for issuance under the ESPP increased by 376,767 shares. This Registration Statement registers these additional 1,883,837 shares of Common Stock. The additional shares are of the same class as other securities relating
to the Plans for which the Registrants Registration Statement filed on Form
S-8
(Registration
No. 333-220866)
on October 6, 2017 is effective. The
information contained in the Registrants registration statement on Form
S-8
(Registration
No. 333-220866)
is hereby incorporated by reference pursuant to
General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index
is incorporated herein by reference.
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 City of Waltham, Commonwealth of
Massachusetts, on the 14
th
day of March, 2019.
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DECIPHERA PHARMACEUTICALS, INC.
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By:
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/s/ Michael D. Taylor
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Michael D. Taylor, Ph.D.
President and Chief
Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael D. Taylor and Thomas P. Kelly his or her
true and lawful
attorney-in-fact
and agent with full power of substitution, 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 all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact
and agent, 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 or she might or could do in person, hereby ratifying and confirming that all said
attorneys-in-fact
and agents or any of them, or his, her or their substitute or substitutes, 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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Name
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Title
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Date
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/s/ Michael D. Taylor
Michael D. Taylor, Ph.D.
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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March 14, 2019
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/s/ Thomas P. Kelly
Thomas P. Kelly
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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March 14, 2019
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/s/ Patricia L. Allen
Patricia L. Allen
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Director
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March 14, 2019
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/s/ James A. Bristol
James A. Bristol, Ph.D.
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Director
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March 14, 2019
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/s/ Edward J. Benz, Jr.
Edward J. Benz, Jr., M.D.
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Director
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March 14, 2019
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/s/ Steven L. Hoerter
Steven L. Hoerter
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Director
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March 14, 2019
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/s/ John R. Martin
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Director
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March 14, 2019
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John R. Martin
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/s/ Michael Ross
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Director
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March 14, 2019
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Michael Ross, Ph.D.
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/s/ Dennis L. Walsh
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Director
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March 14, 2019
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Dennis L. Walsh
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrants Current
Report on Form
8-K
filed on October 5, 2017 (File
No. 001-38219)).
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3.2
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Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form
8-K
filed on October 5, 2017 (File
No. 001-38219)).
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4.1
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Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form
S-1,
as amended (File
No. 333-220299)).
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4.2
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Second Amended and Restated Investors Rights Agreement among Deciphera Pharmaceuticals, LLC and certain of its shareholders, dated May 26,
2017 (Incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form
S-1,
as amended (File
No. 333-220299)).
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4.3
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Registration Rights Agreement by and among the Registrant and certain of its stockholders, dated October
2, 2017 (Incorporated by reference to Exhibit 4.1 to the Registrants Quarterly Report on Form
10-Q
filed on November 14, 2017 (File
No. 001-38219)).
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5.1*
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Opinion of Goodwin Procter LLP.
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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23.2*
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Consent of Goodwin Procter LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included on signature page).
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99.1
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2017 Stock Option and Incentive Plan and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrants
Registration Statement on Form
S-1,
as amended (File
No. 333-220299)).
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99.2
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2017 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the Registrants Registration Statement on Form
S-1,
as amended (File
No. 333-220299)).
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