Delaware
|
33-0336973
|
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
☒
|
Accelerated filer
☐
|
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
|
(Do not check if a smaller reporting company)
|
Title of Securities
to be Registered
|
Amount to be Registered (2)
|
Proposed Maximum Offering
Price per Share (3)
|
Proposed Maximum Aggregate
Offering Price (2)
|
Amount of
Registration Fee
|
|||||||||
Common Stock, par value
$.001 per share
|
6,300,000 shares
|
$
|
50.145
|
$
|
315,913,500
|
$
|
31,812.49
|
(1) | 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 securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Includes 5,500,000 shares issuable pursuant to the Registrant’s 2011 Equity Incentive Plan (the “2011 Plan”) and 800,000 shares issuable pursuant to the Registrant’s Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan (the “NED Plan” and together with the 2011 Plan, the “Plans”). |
(3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The price per share and the aggregate offering price are calculated on the basis of $50.145, the average of the high and low sales prices of Registrant’s Common Stock on November 2, 2015, as reported on the NASDAQ Global Market for the shares subject to the Plans. |
Exhibit
Number
|
|
5.1
|
Opinion of Patrick R. O’Neil
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
23.2
|
Consent of Patrick R. O’Neil.
Reference is made to Exhibit 5.1
|
24.1
|
Power of Attorney is contained on the signature pages
|
99.1
|
Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (1)
|
99.2
|
Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’
Stock Option
Plan (1)
|
99.3
|
Form of Option Agreement for Options granted under the Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (2)
|
99.4
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted under the Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (3)
|
99.5
|
Form of Option Agreement for Options granted under the Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan (4)
|
99.6
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted under the Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan (5)
|
(1)
|
Filed as an exhibit to the Registrant’s
Notice of 2015 Annual Meeting of Stockholders and Proxy Statement filed with the SEC on May 15, 2015
, and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 9, 2015, and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed with the SEC on August 8, 2011, and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005, and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 6, 2012, and incorporated herein by reference.
|
(a)
|
The undersigned registrant hereby undertakes:
|
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(h)(3) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
Isis Pharmaceuticals, Inc.
|
|||
By:
|
/S/ B. LYNNE PARSHALL
|
||
B. Lynne Parshall | |||
Chief Operating Officer
|
Signature
|
Title
|
Date
|
|
/S/ STANLEY T. CROOKE, M.D., Ph.D.
|
Chairman of the Board, Chief
|
November 9, 2015
|
|
Stanley T. Crooke, M.D., Ph.D
.
|
Executive Officer and President
(Principal Executive Officer)
|
||
/S/ B. LYNNE PARSHALL
|
Chief Operating Officer and
|
November 9, 2015
|
|
B. Lynne Parshall
|
Director
|
||
/S/ BREAUX B. CASTLEMAN
|
Director
|
November 9, 2015
|
|
Breaux B. Castleman
|
|||
/S/ SPENCER R. BERTHELSEN
|
Director
|
November 9, 2015
|
|
Spencer R. Berthelsen
|
|||
/S/ JOSEPH KLEIN, III
|
Director
|
November 9, 2015
|
|
Joseph Klein, III
|
|||
/S/ JOSEPH LOSCALZO
|
Director
|
November 9, 2015
|
|
Joseph Loscalzo
|
|||
/S/ FREDERICK T. MUTO
|
Director
|
November 9, 2015
|
|
Frederick T. Muto
|
|||
/S/ JOSEPH H. WENDER
|
Director
|
November 9, 2015
|
|
Joseph H. Wender
|
Exhibit
Number
|
|
Opinion of Patrick R. O’Neil
|
|
Consent of Independent Registered Public Accounting Firm
|
|
23.2
|
Consent of Patrick R. O’Neil.
Reference is made to Exhibit 5.1
|
24.1
|
Power of Attorney is contained on the signature pages
|
99.1
|
Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (1)
|
99.2
|
Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’
Stock Option
Plan (1)
|
99.3
|
Form of Option Agreement for Options granted under the Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (2)
|
99.4
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted under the Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan (3)
|
99.5
|
Form of Option Agreement for Options granted under the Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan (4)
|
99.6
|
Form of Restricted Stock Unit Agreement for Restricted Stock Units granted under the Isis Pharmaceuticals, Inc. Amended and Restated 2002 Non-Employee Directors’ Stock Option Plan (5)
|
(1)
|
Filed as an exhibit to the Registrant’s
Notice of 2015 Annual Meeting of Stockholders and Proxy Statement filed with the SEC on May 15, 2015
, and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on November 9, 2015, and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 filed with the SEC on August 8, 2011, and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005, and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 6, 2012, and incorporated herein by reference.
|
Very truly yours,
|
|
/S/ PATRICK R. O’NEIL
|
|
Patrick R. O’Neil
|
|
Senior Vice President, Legal, General Counsel and Corporate Secretary
|