As filed with the Securities and Exchange Commission on March 3, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Adamas Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
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42-1560076 |
(State or other jurisdiction of Incorporation or organization) |
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(I.R.S. Employer Identification No.) |
1900 Powell Street, Suite 750
Emeryville, CA 94608
(510) 450-3500
(Address of principal executive offices) (Zip code)
Adamas Pharmaceuticals, Inc. 2014 Equity Incentive Plan
Adamas Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Gregory Went, Ph.D.
Chief Executive Officer and Chairman of the Board of Directors
Adamas Pharmaceuticals, Inc.
1900 Powell Street, Suite 750
Emeryville, CA 94608
(510) 450-3500
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Robert L. Jones
Kenneth L. Guernsey
Danielle E. Naftulin
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650) 843-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer ¨ |
Non-accelerated filer x (Do not check if a smaller reporting company) |
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Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities
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Amount to be
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Proposed
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Proposed
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Amount of
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Common Stock, par value $0.001 per share |
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2014 Equity Incentive Plan |
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701,763 |
(2)(3) |
$ |
16.98 |
(6) |
$ |
11,915,936 |
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$ |
1,385 |
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2014 Employee Stock Purchase Plan |
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175,440 |
(4)(5) |
$ |
16.98 |
(6) |
$ |
2,978,972 |
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$ |
347 |
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Total |
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877,203 |
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$ |
14,894,908 |
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$ |
1,732 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock of Adamas Pharmaceuticals, Inc. (the Registrant) that become issuable under the 2014 Equity Incentive Plan (the 2014 Plan), and the 2014 Employee Stock Purchase Plan ( the 2014 ESPP, and collectively with the 2014 Plan, the Plans) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrants common stock. |
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(2) |
Represents additional shares of the Registrants common stock reserved for future issuance under the 2014 Plan by reason of the automatic increase provision of the 2014 Plan. |
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(3) |
The number of shares reserved for issuance under the 2014 Plan will automatically increase on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by four percent (4%) of the total number of shares of the Registrants common stock outstanding on December 31st of the immediately preceding calendar year. Notwithstanding the foregoing, Registrants board of directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the shares reserved for issuance under the 2014 Plan for such year or that the increase for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. |
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(4) |
Represents additional shares of the Registrants common stock reserved for future issuance under the 2014 ESPP by reason of the automatic increase provision of the 2014 ESPP. |
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(5) |
The number of shares reserved for issuance under the 2014 ESPP will automatically increase on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by the lesser of (a) one percent (1%) of the total number of shares of the Registrants common stock outstanding on December 31st of the preceding calendar year, and (b) 520,000 shares of Common Stock. Notwithstanding the foregoing, Registrants board of directors may act prior to January 1st of a given year to provide that there will be no January 1st increase in the shares reserved for issuance under the 2014 ESPP for such year or that the increase for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. |
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(6) |
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $16.98, the average of the high and low prices of the Registrants common stock as reported on The NASDAQ Global Market on February 26, 2015. |
EXPLANATORY NOTE
Adamas Pharmaceuticals, Inc. (the Registrant) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 701,763 shares of its common stock, par value $0.001 per share (the Common Stock), issuable to eligible persons under the 2014 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrants Form S-8 filed on April 18, 2014 (File No. 333-195384) and (b) 175,440 shares of Common Stock issuable to eligible persons under the 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrants Form S-8 filed on April 18, 2014 (File No. 333-195384).
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registration Statement on Form S-8 (File No. 333-195384) filed by the Registrant with the Securities and Exchange Commission on April 18, 2014 is incorporated by reference into this Registration Statement.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
Exhibit
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Description |
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4.1(1) |
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Amended and Restated Certificate of Incorporation of Adamas Pharmaceuticals, Inc. |
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4.2(2) |
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Amended and Restated Bylaws of Adamas Pharmaceuticals, Inc. |
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4.3(3) |
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Form of Common Stock Certificate of Adamas Pharmaceuticals, Inc. |
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5.1 |
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Opinion of Cooley LLP. |
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23.1 |
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Consent of Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Cooley LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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99.1(4) |
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Adamas Pharmaceuticals, Inc. 2014 Equity Incentive Plan and Form of Stock Option Grant Notice and Option Agreement. |
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99.2(5) |
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Adamas Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan. |
(1) Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2014, and incorporated by reference herein.
(2) Filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2014, and incorporated by reference herein.
(3) Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1/A (File No. 333-194342), filed with the Securities and Exchange Commission on March 26, 2014, and incorporated by reference herein.
(4) Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-194342), filed with the Securities and Exchange Commission on April 7, 2014, and incorporated herein by reference.
(5) Filed as Exhibit 10.4 to Registrants Registration Statement on Form S-1 (File No. 333-194342), filed with the Securities and Exchange Commission on March 26, 2014, and incorporated herein by reference.
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 Emeryville, State of California, on March 3, 2015.
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ADAMAS PHARMACEUTICALS, INC. |
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By: |
/s/ GREGORY WENT |
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Gregory Went |
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Chief Executive Officer and Chairman |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Gregory Went and William Dawson, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or 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 |
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Title |
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Date |
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/s/ GREGORY WENT |
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Chief Executive Officer and Chairman |
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March 3, 2015 |
Gregory Went |
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(Principal Executive Officer) |
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/s/ WILLIAM DAWSON |
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Chief Financial Officer |
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March 3, 2015 |
William Dawson |
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(Principal Financial and Accounting Officer) |
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/s/ RICHARD BOOTH |
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Director |
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March 3, 2015 |
Richard Booth |
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Director |
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Martha Demski |
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/s/ WILLIAM ERICSON |
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Director |
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March 3, 2015 |
William Ericson |
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/s/ SARA GROOTWASSINK LEWIS |
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Director |
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March 3, 2015 |
Sara Grootwassink Lewis |
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/s/ IVAN LIEBERBURG |
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Director |
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March 3, 2015 |
Ivan Lieberburg, M.D., Ph.D. |
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/s/ DAVID MAHONEY |
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Director |
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March 3, 2015 |
David Mahoney |
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/s/ JOHN MACPHEE |
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Director |
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March 3, 2015 |
John MacPhee, MPH |
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EXHIBIT INDEX
Exhibit
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Description |
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4.1(1) |
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Amended and Restated Certificate of Incorporation of Adamas Pharmaceuticals, Inc. |
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4.2(2) |
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Amended and Restated Bylaws of Adamas Pharmaceuticals, Inc. |
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4.3(3) |
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Form of Common Stock Certificate of Adamas Pharmaceuticals, Inc. |
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5.1 |
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Opinion of Cooley LLP. |
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23.1 |
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Consent of Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Cooley LLP (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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99.1(4) |
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Adamas Pharmaceuticals, Inc. 2014 Equity Incentive Plan and Form of Stock Option Grant Notice and Option Agreement. |
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99.2(5) |
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Adamas Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan. |
(1) Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2014, and incorporated by reference herein.
(2) Filed as Exhibit 3.2 to the Registrants Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2014, and incorporated by reference herein.
(3) Filed as Exhibit 4.1 to the Registrants Registration Statement on Form S-1/A (File No. 333-194342), filed with the Securities and Exchange Commission on March 26, 2014, and incorporated by reference herein.
(4) Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-194342), filed with the Securities and Exchange Commission on April 7, 2014, and incorporated herein by reference.
(5) Filed as Exhibit 10.4 to Registrants Registration Statement on Form S-1 (File No. 333-194342), filed with the Securities and Exchange Commission on March 26, 2014, and incorporated herein by reference.
Exhibit 5.1
Kenneth L. Guernsey
T: +1 415 693 2091
kguernsey@cooley.com
March 3, 2015
Adamas Pharmaceuticals, Inc.
1900 Powell St, Suite 750
Emeryville, CA 94608
Ladies and Gentlemen:
You have requested our opinion as your counsel with respect to certain matters in connection with the filing by Adamas Pharmaceuticals, Inc., a Delaware corporation (the Company ), of a Registration Statement on Form S-8 (the Registration Statement ) with the Securities and Exchange Commission covering the offering of up to an aggregate of 877,203 shares of the Companys Common Stock, par value $0.001 per share, including (a) 701,763 shares of Common Stock (the 2014 Shares ) pursuant to the Companys 2014 Equity Incentive Plan (the 2014 Plan ) and (b) 175,440 shares of Common Stock (the 2014 ESPP Shares ) pursuant to the Companys 2014 Employee Stock Purchase Plan (the 2014 ESPP and together with the 2014 Plan, the Plans ).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof (except that such assumption is not made with respect to the due execution and delivery of documents by the Company).
As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2014 Shares and the 2014 ESPP Shares, when sold and issued in accordance with the 2014 Plan and the 2014 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2015 relating to the financial statements, which appears in Adamas Pharmaceuticals, Inc.s Annual Report on Form 10-K for the year ended December 31, 2014.
/s/ PricewaterhouseCoopers LLP
San Jose, California
March 3, 2015