UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tabula Rasa HealthCare, Inc.
(Exact Name of Registrant as Specified
in its Charter)
|
Delaware
|
|
46-5726437
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
228 Strawbridge Drive, Suite 100
Moorestown, NJ 08057
(866) 648 - 2767
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Tabula Rasa HealthCare, Inc. 2016 Omnibus
Incentive Compensation Plan
(Full title of the plan)
Dr. Calvin H. Knowlton, Ph.D.
Chief Executive Officer
Tabula Rasa HealthCare, Inc.
228 Strawbridge Drive, Suite 100
Moorestown, NJ 08057
(866) 648 - 2767
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Kevin S. Shmelzer, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
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(1)
|
|
Amount
to be
registered (2)
|
|
Proposed
maximum
offering price
per share (3)
|
|
Proposed
maximum
aggregate
offering price (3)
|
|
Amount of
registration fee
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock, par value $0.0001 per share
|
|
1,116,065
|
|
$60.90
|
|
$67,968,358.50
|
|
$8,822.29
|
|
(1)
|
This Registration Statement covers shares of the registrant’s common stock, par value $0.0001 per share (“Common Stock”), which are issuable pursuant to the Tabula Rasa HealthCare, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Equity Compensation Plan”).
|
|
(2)
|
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 which become issuable under the 2016 Equity Compensation 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 outstanding shares of Common Stock.
|
|
(3)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are calculated based upon the average of the high and low prices of the registrant’s Common Stock as reported on The NASDAQ Global Market on February 27, 2020.
|
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
EXPLANATORY NOTE
This Registration Statement on Form S-8,
relating to the Tabula Rasa HealthCare, Inc. 2016 Omnibus Incentive Compensation Plan, is being filed pursuant to General Instruction
E to Form S-8, for the purpose of registering an additional 1,116,065 shares (the “Shares”) of the common stock, par
value $0.0001 per share, of Tabula Rasa HealthCare, Inc. (the “Registrant”). The Shares are securities of the same
class and relate to the same employee benefit plan for which Registration Statements on Form S-8 have previously been filed and
are effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statements on
Form S-8, File Nos. 333-214025, 333-216674, 333-223658 and 333-230046, filed with the Securities and Exchange Commission on October 7, 2016, March 14, 2017, March 14, 2018 and March 4, 2019, respectively, by the Registrant, relating to the Registrant’s
2016 Omnibus Incentive Compensation Plan, and the information required by Part II is omitted, except as supplemented by the information
set forth below.
The following exhibits are filed as part
of this Registration Statement:
|
Exhibit No.
|
|
Exhibit
|
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation of Tabula Rasa HealthCare, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 4, 2016 and incorporated by reference herein)
|
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Tabula Rasa HealthCare, Inc. effective as of October 4, 2016 (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 4, 2016 and incorporated by reference herein)
|
|
|
|
|
5.1
|
|
Opinion of Morgan, Lewis & Bockius LLP as to the legality of the securities being registered
|
|
|
|
|
23.1
|
|
Consent of Morgan, Lewis & Bockius LLP (included in the opinion filed as Exhibit 5.1)
|
|
|
|
|
23.2
|
|
Consent of KPMG LLP, independent registered public accounting firm, as to Tabula Rasa HealthCare, Inc.
|
|
|
|
|
24.1
|
|
Powers of Attorney (included on the signature page of this Registration Statement)
|
|
|
|
|
99.1
|
|
Tabula Rasa HealthCare, Inc. 2016 Omnibus Incentive Compensation Plan (previously filed as Exhibit 10.15 to the Registrant’s Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-208857) filed on September 19, 2016 and incorporated by reference herein)
|
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 City of Moorestown, State of New Jersey, on this 2nd day of March, 2020.
|
|
TABULA RASA HEALTHCARE, INC.
|
|
|
|
|
|
|
By
|
/s/ DR. CALVIN H. KNOWLTON
|
|
|
|
Dr. Calvin H. Knowlton
|
|
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Dr. Calvin H. Knowlton and Brian W. Adams, and each one 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 to the Registration Statement
on Form S-8 of Tabula Rasa HealthCare, Inc., 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his, her or their 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 indicated on this 2nd day of
March, 2020.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/ DR. CALVIN H. KNOWLTON
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
Dr. Calvin H. Knowlton
|
|
(principal executive officer)
|
|
|
|
|
|
/s/ BRIAN W. ADAMS
|
|
Chief Financial Officer
|
|
Brian W. Adams
|
|
(principal financial officer)
|
|
|
|
|
|
/s/ ANDREA SPEERS
|
|
Chief Accounting Officer
|
|
Andrea Speers
|
|
(principal accounting officer)
|
|
|
|
|
|
/s/ SAMIRA K. BECKWITH
|
|
Director
|
|
Samira K. Beckwith
|
|
|
|
|
|
|
|
/s/ JAN BERGER
|
|
Director
|
|
Jan Berger
|
|
|
|
|
|
|
|
/s/ DENNIS K. HELLING
|
|
Director
|
|
Dennis K. Helling
|
|
|
|
|
|
|
|
/s/ ORSULA V. KNOWLTON
|
|
Director
|
|
Orsula V. Knowlton
|
|
|
|
|
|
|
|
/s/ Kathrine O’ Brien
|
|
Director
|
|
Kathrine O’Brien
|
|
|
|
|
|
|
|
/s/ MICHAEL PURCELL
|
|
Director
|
|
Michael Purcell
|
|
|
|
|
|
|
|
/s/ PAMELA SCHWEITZER
|
|
Director
|
|
Pamela Schweitzer
|
|
|
|
|
|
|
|
/s/ A GORDON TUNSTALL
|
|
Director
|
|
A Gordon Tunstall
|
|
|
|
|
|
|
Exhibit 5.1
March 2, 2020
Tabula Rasa HealthCare, Inc.
228 Strawbridge Drive, Suite 100
Moorestown, NJ 08057
|
Re:
|
Tabula Rasa HealthCare, Inc. Registration Statement on Form S-8 for 1,116,065 Shares of Common Stock
|
Ladies and Gentlemen:
We have acted as counsel to Tabula Rasa HealthCare, Inc., a
Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the
“Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), relating to the registration by the Company of an aggregate of 1,116,065
shares of Common Stock, par value $0.0001 per share, of the Company (the “Shares”) issuable in connection with the
Company’s 2016 Omnibus Incentive Compensation Plan (the “Plan”).
In connection with this opinion letter, we have examined the
Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the certificate of incorporation
and bylaws of the Company, the Plan and such other documents, records and other instruments as we have deemed appropriate for the
purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals
of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents
submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized by the Company and, when issued by the Company and transferred to plan participants in the manner and
on the terms described in the Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to Delaware General
Corporation Law.
|
|
Morgan, Lewis & Bockius llp
|
|
|
|
|
|
|
1701 Market Street
|
|
|
|
Philadelphia, PA 19103-2921
|
+1.215.963.5000
|
|
|
United States
|
+1.215.963.5001
|
Tabula Rasa HealthCare, Inc.
October 7, 2016
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1
to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
Exhibit 23.2
Consent of Independent Registered Public
Accounting Firm
The Board of Directors
Tabula Rasa HealthCare, Inc.:
We consent to the use of our reports dated March 2, 2020, with
respect to the consolidated balance sheets of Tabula Rasa HealthCare, Inc. as of December 31, 2019 and 2018, the related consolidated
statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended December
31, 2019, and the related notes and financial statement schedule II – valuation and qualifying accounts (collectively, the
consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2019,
incorporated herein by reference.
Our report on the consolidated financial statements refers to
a change in the accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02,
Leases (Topic 842) and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements.
Our report dated March 2, 2020, on the effectiveness of internal
control over financial reporting as of December 31, 2019, contains an explanatory paragraph that states that the Company acquired
DoseMe Holdings, Pty, Ltd and Prescribe Wellness, LLC (collectively, the Acquired Companies) during 2019, and management excluded
from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019,
the Acquired Companies’ internal control over financial reporting associated with approximately 36.3% of total assets and
9.5% of total revenue included in the consolidated financial statements of the Company as of and for the year ended December 31,
2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control
over financial reporting of the Acquired Companies.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 2, 2020