Securities Registration: Employee Benefit Plan (s-8)

Date : 08/13/2019 @ 9:02PM
Source : Edgar (US Regulatory)
Stock : Intercept Pharmaceuticals Inc (ICPT)
Quote : 107.48  -12.3 (-10.27%) @ 12:59AM
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Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on August 13, 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

 

 

 

Intercept Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction

of incorporation or organization)

 

22-3868459

(IRS Employer Identification No.)

 

 

10 Hudson Yards, 37th Floor

New York, NY 10001

(Address of Principal Executive Offices and Zip Code)

 

 

 

Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan

(Full title of the plan)

 

 

 

Ryan T. Sullivan

General Counsel and Secretary

Intercept Pharmaceuticals, Inc.

10 Hudson Yards, 37th Floor

New York, NY 10001

(646) 747-1000

(Name, address and telephone number, including area code, of agent for service)

 

 

 

Copy to:

 

Graham Robinson

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street

Boston, MA 02116

(617) 573-4800

 

 

 

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 x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
  Emerging growth company ¨

 

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

 

Title of securities to be registered

Amount to be

registered (1)

Proposed maximum

offering

price per share (2)

Proposed maximum

aggregate

offering price (2)

Amount of

registration fee

Common Stock, par value $0.001 per share (“Common Stock”), reserved for future grant under the Registrant’s 2012 Equity Incentive Plan 1,327,579 $60.005 $79,661,377.90 $9,654.96

 

(1) Represents (i) 1,187,599 additional shares issuable under the Registrant’s 2012 Equity Incentive Plan (the “Plan”) by reason of the automatic increase provisions of the Plan and (ii) 139,980 shares underlying certain equity awards previously issued under the Plan that have been forfeited or cancelled. 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 the Registrant’s Common Stock that become issuable under the Plan by reason of any stock split, stock dividend, combination, recapitalization or other similar transaction effected without receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

 

(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrant’s Common Stock on August 6, 2019, as reported on the Nasdaq Global Select Market.

 

 

 

 

 

 

EXPLANATORY NOTE

 

Intercept Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering 1,327,579 shares of its Common Stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the Registrant’s 2012 Equity Incentive Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed with the U.S. Securities and Exchange Commission (“SEC”) on November 7, 2012 (File No. 333-184810), April 22, 2013 (File No. 333-188064), August 7, 2015 (File No. 333-206247), May 10, 2017 (File No. 333-217863) and July 27, 2018 (File No. 333-226405).

 

Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 filed with the SEC on November 7, 2012 (File No. 333-184810), April 22, 2013 (File No. 333-188064), August 7, 2015 (File No. 333-206247), May 10, 2017 (File No. 333-217863) and July 27, 2018 (File No. 333-226405) are incorporated by reference into this Registration Statement on Form S-8.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

   

Incorporated herein by reference

Exhibit Number

 

Exhibit Description

 

Form†

 

Exhibit

 

Filing Date

 

4.1 Restated Certificate of Incorporation, as amended Form 10-Q 3.1 August 9, 2016
4.2 Restated Bylaws Form 8-K 3.1 February 17, 2016
4.3 Form of Common Stock Certificate Form S-8 (1) 4.3 November 7, 2012
4.4 Indenture, dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.1 July 6, 2016
4.5 First Supplemental Indenture (including the Form of Note), dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.2 July 6, 2016
4.6 Second Supplemental Indenture (including the Form of Note), dated as of May 14, 2019, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.2 May 14, 2019
4.7 Securities Purchase Agreement, dated April 4, 2018, between the Registrant and the purchasers named therein Form 8-K 10.1 April 10, 2018
4.8 Securities Purchase Agreement, dated May 8, 2019, between the Registrant and Samsara BioCapital, L.P. Form 8-K 10.1 May 14, 2019
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP      
23.1* Consent of Independent Registered Public Accounting Firm      
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 to this Registration Statement on Form S-8)      
24.1* Power of Attorney (included in signature page of this Registration Statement on Form S-8)      
99.1 Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan Form S-1 (2) 10.2.1 September 27, 2012

  

 

* Filed herewith.

† Unless otherwise specified, the File No. is 001-35668.

(1) Registration Statement on Form S-8 filed by the Registrant, Registration No. 333-184810.

(2) Registration Statement on Form S-1 filed by the Registrant, Registration No. 333-183706.

 

 

 

 

 

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 New York, State of New York, on August 13, 2019.

 

  INTERCEPT PHARMACEUTICALS, INC.
     
     
  By: /s/ Mark Pruzanski, M.D.
    Name: Mark Pruzanski, M.D.
    Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Pruzanski, M.D. and Sandip Kapadia, and each of them, 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, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, or any 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 by the following persons in the capacities and on the dates indicated.

 

 

Signature

 

Title

 

Date

 

/s/ Mark Pruzanski, M.D.

President, Chief Executive Officer and Director (Principal Executive Officer) August 13, 2019
Mark Pruzanski, M.D.
 

/s/ Sandip Kapadia

Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) August 13, 2019
Sandip Kapadia
 

/s/ Paolo Fundarò

Chairman of the Board of Directors August 13, 2019
Paolo Fundarò
 

/s/ Srinivas Akkaraju, M.D., Ph.D.

Director August 13, 2019
Srinivas Akkaraju, M.D., Ph.D.
 

/s/ Luca Benatti, Ph.D.

Director August 13, 2019
Luca Benatti, Ph.D.
 

/s/ Daniel Bradbury

Director August 13, 2019
Daniel Bradbury
 

/s/ Keith Gottesdiener, M.D.

Director August 13, 2019
Keith Gottesdiener, M.D.
 

/s/ Nancy Miller-Rich

Director August 13, 2019
Nancy Miller-Rich
 

/s/ Gino Santini

Director August 13, 2019
Gino Santini
 

/s/ Glenn Sblendorio

Director August 13, 2019
Glenn Sblendorio
 

/s/ Daniel Welch

Director August 13, 2019
Daniel Welch

 

 

 

 

EXHIBIT INDEX

 

   

Incorporated herein by reference

Exhibit Number

 

Exhibit Description

 

Form†

 

Exhibit

 

Filing Date

 

4.1 Restated Certificate of Incorporation, as amended Form 10-Q 3.1 August 9, 2016
4.2 Restated Bylaws Form 8-K 3.1 February 17, 2016
4.3 Form of Common Stock Certificate Form S-8 (1) 4.3 November 7, 2012
4.4 Indenture, dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.1 July 6, 2016
4.5 First Supplemental Indenture (including the Form of Note), dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.2 July 6, 2016
4.6 Second Supplemental Indenture (including the Form of Note), dated as of May 14, 2019, between the Registrant and U.S. Bank National Association, as trustee Form 8-K 4.2 May 14, 2019
4.7 Securities Purchase Agreement, dated April 4, 2018, between the Registrant and the purchasers named therein Form 8-K 10.1 April 10, 2018
4.8 Securities Purchase Agreement, dated May 8, 2019, between the Registrant and Samsara BioCapital, L.P. Form 8-K 10.1 May 14, 2019
5.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP      
23.1* Consent of Independent Registered Public Accounting Firm      
23.2* Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 to this Registration Statement on Form S-8)      
24.1* Power of Attorney (included in signature page of this Registration Statement on Form S-8)      
99.1 Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan Form S-1 (2) 10.2.1 September 27, 2012

 

 

* Filed herewith.

† Unless otherwise specified, the File No. is 001-35668.

(1) Registration Statement on Form S-8 filed by the Registrant, Registration No. 333-184810.

(2) Registration Statement on Form S-1 filed by the Registrant, Registration No. 333-183706.

 

 

 

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