As filed with the Securities and Exchange Commission on
March 22, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LANNETT COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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23-0787699
(I.R.S. Employer Identification No.)
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9000 State Road
Philadelphia, Pennsylvania 19136
(Address, including Zip Code, of Registrants Principal Executive Offices)
LANNETT COMPANY, INC. AMENDED AND RESTATED 2014 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Timothy C. Crew
Chief Executive Officer
Lannett Company, Inc.
9000 State Road
Philadelphia, Pennsylvania 19136
(215) 333-9000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Bradley S. Rodos, Esquire
Fox Rothschild LLP
2000 Market Street, 20
th
Floor
Philadelphia, Pennsylvania 19103
(215) 299-2000
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
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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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.
o
CALCULATION OF REGISTRATION FEE
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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
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Proposed
maximum
aggregate offering
price
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Amount of
registration
fee (1)(2)
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Common Stock, $0.001 par value per share: Reserved for issuance for future grants under the Amended and Restated 2014 Long-Term Incentive Plan
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2,000,000 shares
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$8.07(3)
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$16,140,000
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$1,956.17
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(1)
This number of shares of common stock, par value $0.001 per share (Common Stock), stated above represents an increase in the total number of shares of Common Stock available for issuance under the Lannett Company, Inc. Amended and Restated 2014 Long-Term Incentive Plan (the Plan). 3,000,000 shares have previously been registered under a Registration Statement on Form S-8 (File No. 333-193509).
(2)
In addition, the maximum number of shares of Common Stock under the Plan is subject to adjustment in accordance with certain provisions of the Plan. Accordingly, in accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall be deemed to cover any additional shares of Common Stock which may be issued upon recapitalizations, stock dividends, stock splits or similar transactions. No additional registration fee is included for these shares.
(3)
Estimated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, solely for purposes of calculating the registration fee and based upon the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on March 19, 2019.