As filed with the Securities and Exchange Commission on June 21, 2018
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTRA-CELLULAR THERAPIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 36-4742850 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
430 East 29th Street
New York, New York 10016
(646) 440-9333
(Address, including zip code, of principal executive offices)
INTRA-CELLULAR THERAPIES, INC.
2018 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Michael I. Halstead
Senior Vice President, General Counsel and Secretary
Intra-Cellular Therapies, Inc.
430 East 29th Street
New York, New York 10016
(646) 440-9333
(Name, address and telephone number, including area code, of agent for service)
Copies to:
William C. Hicks, Esq.
Megan N. Gates, Esq.
John P. Condon, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Facsimile: (617) 542-2241
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 | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share (2) |
Proposed Offering Price (2) |
Amount of Registration Fee | ||||
| Common Stock, par value $0.0001 per share |
9,762,385 shares | $20.24 – 20.39 | $197,599,672.42 | $24,601.16 | ||||
|
| ||||||||
|
| ||||||||
| (1) | The number of shares of common stock, par value $0.0001 per share (“Common Stock”), of Intra-Cellular Therapies, Inc. (the “Registrant”), stated above consists of the aggregate number of shares which may be sold (i) upon the exercise of options which have been granted under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) (60,000 shares), (ii) upon the vesting of restricted stock units which have been granted under the 2018 Plan (28,378 shares), and (iii) upon the exercise of options or issuance of stock-based awards which may hereafter be granted under the 2018 Plan (9,674,007 shares). The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2018 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2018 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price (a) for outstanding options granted under the 2018 Plan are based upon the weighted-average exercise price of such outstanding options, and (b) for outstanding restricted stock units granted under the 2018 Plan or shares reserved for future grant or issuance under the 2018 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Global Select Market, as of a date (June 19, 2018) within five business days prior to filing this Registration Statement. The chart below details the calculations of the registration fee: |
|
| ||||||
| Securities | Number of Shares |
Offering Price Per Share (2) |
Aggregate Offering Price | |||
| Shares issuable upon the exercise of outstanding options granted under the 2018 Plan |
60,000 (3) | $20.39 (2)(a) | $1,223,400.00 | |||
| Shares issuable upon the vesting of outstanding restricted stock units granted under the 2018 Plan |
28,378 (3) | $20.24 (2)(b) | $574,370.72 | |||
| Shares reserved for future grant under the 2018 Plan |
9,674,007 (3) | $20.24 (2)(b) | $195,801,901.70 | |||
| Proposed Maximum Aggregate Offering Price |
$197,599,672.42 | |||||
| Registration Fee |
$24,601.16 | |||||
|
| ||||||
|
| ||||||
| (3) | Consists of (i) 4,750,000 shares of Common Stock, (ii) 642,915 shares of Common Stock that were available for grant under the Registrant’s Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) as of the effective date of the 2018 Plan, and (iii) 4,369,470 shares of Common Stock subject to outstanding stock awards granted under the 2013 Plan or the Registrant’s 2003 Equity Incentive Plan (the “2003 Plan”) that may become available for issuance under the 2018 Plan. |
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 9,762,385 shares of the Registrant’s common stock reserved under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”), consisting of (i) 4,750,000 shares of Common Stock, (ii) 642,915 shares of Common Stock that were available for grant under the Registrant’s Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) as of the effective date of the 2018 Plan, and (iii) 4,369,470 shares of Common Stock subject to outstanding stock awards granted under the 2013 Plan or the Registrant’s 2003 Equity Incentive Plan (the “2003 Plan”) that may become available for issuance under the 2018 Plan, as such shares become available from time to time. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-193310). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-193310) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| 99.3 | Form of Director Stock Option Agreement under the 2018 Equity Incentive Plan. | 8-K (Exhibit 10.3) |
6/21/2018 | 001-36274 | ||||||||
| 99.4 | Form of Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan. | 8-K (Exhibit 10.4) |
6/21/2018 | 001-36274 | ||||||||
| 99.5 | Form of Director Restricted Stock Unit Agreement under the 2018 Equity Incentive Plan. | 8-K (Exhibit 10.5) |
6/21/2018 | 001-36274 | ||||||||
The Registrant. 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 New York, New York on June 21, 2018.
| INTRA-CELLULAR THERAPIES, INC. | ||
| By | /s/ Sharon Mates, Ph.D. | |
| Sharon Mates, Ph.D. | ||
| Chairman, President and Chief Executive Officer | ||
Each person whose signature appears below constitutes and appoints Sharon Mates, Ph.D., Lawrence J. Hineline and Michael I. Halstead, and each of them singly, her or his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for her or him and in her or his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Intra-Cellular Therapies, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute 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/ Sharon Mates, Ph.D. Sharon Mates, Ph.D. |
Chairman, President and Chief Executive Officer (principal executive officer) |
June 21, 2018 | ||
| /s/ Lawrence J. Hineline Lawrence J. Hineline |
Vice President of Finance and Chief Financial Officer (principal financial officer and principal accounting officer) |
June 21, 2018 | ||
| /s/ Christopher Alafi, Ph.D. Christopher Alafi, Ph.D. |
Director |
June 21, 2018 | ||
| /s/ Richard Lerner, M.D. Richard Lerner, M.D. |
Director |
June 21, 2018 | ||
| /s/ Joel S. Marcus Joel S. Marcus |
Director |
June 21, 2018 | ||
| /s/ Rory B. Riggs Rory B. Riggs |
Director |
June 21, 2018 | ||
| /s/ Robert L. Van Nostrand Robert L. Van Nostrand |
Director |
June 21, 2018 | ||