As filed with the Securities and Exchange
Commission on July 29, 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
United Therapeutics Corporation
(Exact Name of Registrant as Specified in
the Charter)
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Delaware
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52-1984749
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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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1040 Spring Street
Silver Spring, MD
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20910
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(Address of principal executive offices)
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(Zip Code)
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UNITED THERAPEUTICS CORPORATION
2015 STOCK INCENTIVE PLAN
(Full title of the plan)
Paul A. Mahon, Executive Vice
President and General Counsel
United Therapeutics Corporation
1040 Spring Street
Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)
Copy to:
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Stephen I. Glover, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
(202) 955-8500
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John S. Hess, Jr., Esq.
Executive Vice President and Deputy General Counsel
United Therapeutics Corporation
1735 Connecticut Avenue, N.W.
Washington, D.C. 20009
(202) 483-7000
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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 x
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Accelerated
filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging
growth company ¨
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CALCULATION OF REGISTRATION
FEE
Title of
Securities to be
Registered (1)
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Amount to be
Registered (2)
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Proposed Maximum
Offering Price Per Share (3)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration Fee
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Common Stock,
par value $0.01
per share
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500,000 shares
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$113.31
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$56,655,000
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$7,353.82
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(1)
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This Registration Statement relates to the equity awards that may be issued under the amendment and
restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”).
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration
Statement also covers any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”),
of United Therapeutics Corporation that may be issued under the Plan as a result of any stock dividend, stock split, recapitalization
or other similar transactions.
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(3)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule
457(c) and (h)(1) under the Securities Act. The price per share and aggregate offering price are based upon the average of the
high and low prices of the Common Stock as reported on the NASDAQ Global Select Market for July 22, 2020.
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INTRODUCTION
This Registration Statement on Form S-8
is being filed by United Therapeutics Corporation, a Delaware corporation (the “Company” or the “Registrant”),
in accordance with General Instruction E to Form S-8 relating to 500,000 shares of Common Stock, issuable to eligible individuals
under the Plan, which 500,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant’s
Registration Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000
shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-225942) filed
with the Securities and Exchange Commission on June 28, 2018, and (c) 450,000 shares of Common Stock previously registered on the
Registrant’s Registration Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, in each case together with all exhibits filed therewith or incorporated therein by reference ((a),(b) and (c) collectively,
the “Prior Registration Statements”). Except as supplemented by the information set forth herein, the contents of the
Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
* Filed herewith
[SIGNATURES ON THE NEXT PAGE]
SIGNATURES
Pursuant to the requirements of the
Securities Act, the Company 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 District of Columbia, on this 29 day of July, 2020.
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UNITED THERAPEUTICS CORPORATION
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By:
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/s/
Paul A. Mahon
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Paul A. Mahon
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Executive Vice President and General Counsel
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon,
and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact
and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration
Statement on Form S-8, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent
registration statement the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act
to register additional awards, and to file this Registration Statement and any subsequent registration statement and all amendments
thereto, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact
and agents, 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 he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may
be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute
one Power of Attorney.
Pursuant to the requirements of the
Securities Act, this Registration Statement has been signed below by the following persons 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/ Martine A.
Rothblatt
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Chairman and Chief
Executive Officer
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Martine A. Rothblatt, Ph.D.
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(Principal Executive Officer)
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July 29, 2020
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/s/ James C. Edgemond
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Chief Financial
Officer and Treasurer
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July 29, 2020
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James C. Edgemond
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Christopher Causey
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Director
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July 29, 2020
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Christopher Causey
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/s/ Raymond Dwek
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Director
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July 29, 2020
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Raymond Dwek
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/s/ Richard Giltner
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Director
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July 29, 2020
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Richard Giltner
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/s/ Katherine Klein
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Director
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July 29, 2020
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Katherine Klein
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/s/ Ray Kurzweil
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Director
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July 29, 2020
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Ray Kurzweil
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/s/ Nilda Mesa
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Director
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July 29, 2020
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Nilda Mesa
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/s/ Judy Olian
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Director
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July 29, 2020
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Judy Olian
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/s/ Christopher Patusky
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Director
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July 29, 2020
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Christopher Patusky
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/s/ Louis Sullivan
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Director
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July 29, 2020
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Louis Sullivan
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/s/ Tommy Thompson
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Director
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July 29, 2020
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Tommy Thompson
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Exhibit 5.1
July 29, 2020
United Therapeutics Corporation
1040 Spring Street
Silver Spring, Maryland 20910
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Re:
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Proposed Offering of up to 500,000 Shares of Common Stock Pursuant to the United Therapeutics Corporation Amended and
Restated 2015 Stock Incentive Plan
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Ladies and Gentlemen:
We have examined the Registration Statement
on Form S-8 (the “Registration Statement”), of United Therapeutics Corporation, a Delaware corporation (the “Company”),
to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), in connection with the offering by the Company of up to 500,000 shares of the Company’s
Common Stock, par value $0.01 per share (the “Shares”), available for issuance under the United Therapeutics Corporation
Amended and Restated 2015 Stock Incentive Plan (the “Plan”).
In arriving at the opinion expressed below,
we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of
the originals, of the Plan and such other documents, corporate records of the Company, certificates of officers of the Company
and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our
examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency
of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among
the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective
rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to
us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing, and subject to
the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained
in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms
set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities
Act, will be validly issued, fully paid and non-assessable.
United Therapeutics Corporation
July 29, 2020
Page 2
We render no opinion herein as to matters
involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is
limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise
or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson, Dunn & Crutcher LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration
Statement (Form S-8), dated July 29, 2020, pertaining to the Amended and Restated 2015 Stock Incentive Plan of United
Therapeutics Corporation of our reports dated February 26, 2020, with respect to the consolidated financial statements and
schedule of United Therapeutics Corporation and the effectiveness of internal control over financial reporting of United Therapeutics
Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Tysons, Virginia
July 29, 2020
