Securities Registration: Employee Benefit Plan (s-8)
March 05 2020 - 4:43PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 5, 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
ZAFGEN, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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20-3857670
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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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Zafgen, Inc.
3 Center Plaza, Suite 610
Boston, Massachusetts 02108
(617) 622-4003
(Address of Principal Executive Offices) (Zip Code)
Zafgen, Inc. 2014 Stock Option and Incentive Plan
(Full Title of the Plans)
Jeffrey Hatfield
Chief
Executive Officer
Zafgen, Inc.
3 Center Plaza, Suite 610
Boston, Massachusetts 02108
(Name and Address of Agent For Service)
(617) 622-4003
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Danielle Lauzon, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 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
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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1,497,859 shares (2)
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$1.22 (3)
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$1,827,387.98
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$237.20
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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 on Form S-8 (this Registration Statement) shall also cover any additional shares of common stock, par value $0.001 per share (the Common Stock), of Zafgen,
Inc. (the Registrant), which become issuable under the Registrants 2014 Stock Option and Incentive Plan (the Plan) 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 the Registrants outstanding shares of Common Stock.
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(2)
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Represents an automatic increase to the number of shares available for issuance under the Plan, effective
January 1, 2020. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on June 19, 2014
(Registration No. 333-196900), June 12, 2015 (Registration No. 333-204931), March 15, 2016 (Registration
No. 333-210216), March 10, 2017 (Registration No. 333-216602), March 9, 2018 (Registration
No. 333-223561) and March 14, 2019 (Registration No. 333-230291).
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(3)
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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 the average of the high and low sale prices of the Registrants Common Stock, as quoted on the Nasdaq Global Select Market, on March 3, 2020.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrants 2014
Stock Option and Incentive Plan (the Plan). 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 2015, 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 Compensation Committee of the Registrants Board
of Directors. Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the plan increased by 1,497,859. This Registration Statement registers these additional 1,497,859 shares of Common
Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrants registration statement filed on Form S-8 (Registration
Nos. 333-196900, 333-204931, 333-210216, 333-216602,
333-216602 and 333-230291) on June
19, 2014, June 12, 2015, March
15, 2016, March 10, 2017, March
9, 2018 and March 14, 2019 are effective. The information contained in the Registrants registration statements on Form S-8 (Registration Nos. 333-196900, 333-204931, 333-210216,
333-216602, 333-216602 and 333-230291) is hereby incorporated by reference pursuant to General Instruction E.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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.
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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 Boston, Commonwealth of
Massachusetts, on the 5th day of March, 2020.
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ZAFGEN, INC.
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By:
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/s/ Jeffrey Hatfield
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Jeffrey Hatfield
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Jeffrey Hatfield and Patricia L. Allen
as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons 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 each 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person 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/ Jeffrey Hatfield
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Chief Executive Officer and Director
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March 5, 2020
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Jeffrey Hatfield
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(Principal Executive Officer)
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/s/ Patricia L. Allen
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Chief Financial Officer
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March 5, 2020
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Patricia L. Allen
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(Principal Financial and Accounting Officer)
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/s/ Peter Barrett
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Chairman of the Board of Directors
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March 5, 2020
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Peter Barrett, Ph.D.
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/s/ Wendy Everett
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Director
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March 5, 2020
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Wendy Everett Sc.D.
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/s/ Robert J. Perez
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Director
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March 5, 2020
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Robert J. Perez
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/s/ John L. LaMattina
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Director
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March 5, 2020
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John L. LaMattina, Ph.D.
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/s/ Cameron Geoffrey McDonough
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Director
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March 5, 2020
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Cameron Geoffrey McDonough, M.D.
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/s/ Frank E. Thomas
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Director
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March 5, 2020
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Frank E. Thomas
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/s/ Thomas O. Daniel
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Director
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March 5, 2020
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Thomas O. Daniel, M.D.
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