As filed with the Securities and Exchange
Commission on April 22, 2013
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
the
SECURITIES ACT OF 1933
INTERCEPT PHARMACEUTICALS, INC.
(
Exact Name of Registrant as Specified
in Its Charter)
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Delaware
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22-3868459
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(
State or Other Jurisdiction
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(
I.R.S. Employer
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of Incorporation or Organization
)
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Identification No.
)
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18 Desbrosses Street
New York, NY 10013
(646) 747-1000
(
Address, Including Zip Code, of Principal
Executive Offices
)
INTERCEPT PHARMACEUTICALS, INC. 2012
EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Mark Pruzanski, M.D.
President and Chief Executive Officer
Intercept Pharmaceuticals, Inc.
18 Desbrosses Street
New York, NY
(646) 747-1000
(
Name, Address and Telephone Number,
Including Area Code, of Agent for Service
)
Copies to:
William T. Whelan, Esq.
Scott A. Samuels, 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, 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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering
Price Per Share(2)
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Proposed Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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661,075 shares
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$
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31.07
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$
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20,539,600.25
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$
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2,801.61
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(1)
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The number of shares of common stock, par value
$0.001 per share (“Common Stock”), of Intercept Pharmaceuticals,
Inc. (the “Registrant”), stated above consists of additional shares of Common Stock reserved under the Intercept Pharmaceuticals,
Inc. 2012 Equity Incentive Plan (the “2012 Plan”) as a result of the automatic increase in shares reserved under the
2012 Plan on January 1, 2013 pursuant to the terms thereof. The maximum number of shares which may be issued under the Plan is
subject to adjustment in accordance with certain anti-dilution and other provisions of the 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.
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(2)
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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 for the additional shares reserved
for future grant or issuance under the 2012 Plan are based on the average of the high and the low sales prices of Registrant’s
Common Stock as reported on The NASDAQ Global Market as of a date (April 19, 2013) within five business days prior to filing this
Registration Statement.
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EXPLANATORY NOTE
This Registration
Statement registers additional securities of the same class as other securities for which the registration statement filed on Form
S-8 (SEC File No. 333-184810) of the Registrant is effective. The information contained in the Registrant’s registration
statement on Form S-8 (SEC File No. 333-184810) 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.
The Index of Exhibits immediately following
the signatures to this Registration Statement is incorporated herein by reference.
SIGNATURES
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 April 22, 2013.
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INTERCEPT PHARMACEUTICALS, INC.
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By
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/s/ Mark
Pruzanski
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Mark Pruzanski, M.D.
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President and Chief Executive Officer
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We the undersigned officers and directors
of Intercept Pharmaceuticals, Inc., hereby severally constitute and appoint Mark Pruzanski, M.D. and Barbara Duncan, and each of
them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our
names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement
on Form S-8 of Intercept Pharmaceuticals, Inc., and to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities
as officers and directors to enable Intercept Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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.
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Signature
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Title
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Date
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/s/ Mark Pruzanski
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President and Chief Executive Officer
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April 22, 2013
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Mark Pruzanski, M.D.
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(Principal Executive Officer)
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/s/ Barbara Duncan
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Chief Financial Officer, Secretary and Treasurer
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April 22, 2013
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Barbara Duncan
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(Principal Financial and Accounting Officer)
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/s/ Lorenzo Tallarigo
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Chairman of the Board of Directors
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April 22, 2013
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Lorenzo Tallarigo, M.D.
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/s/ Paolo Fundaro
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Director
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April 22, 2013
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Paolo Fundaro
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/s/ Jonathan T. Silverstein
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Director
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April 22, 2013
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Jonathan T. Silverstein
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/s/ Klaus Veitinger
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Director
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April 22, 2013
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Klaus Veitinger, M.D.
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/s/ Nicole Williams
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Director
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April 22, 2013
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Nicole Williams
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/s/ Srinivas Akkaraju
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Director
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April 22, 2013
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Srinivas Akkaraju
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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(5.1)
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered.
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(23.1)
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).
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(23.2)
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Consent of KPMG LLP, independent registered public accounting firm.
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(23.3)
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Consent of EisnerAmper LLP, independent registered public accounting firm.
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(24.1)
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Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).
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Exhibit 5.1
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One Financial Center
Boston, MA 02111
617-542-6000
617-542-2241 fax
www.mintz.com
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Intercept Pharmaceuticals, Inc.
18 Desbrosses Street
New York, NY 10013
Ladies and Gentlemen:
We have acted as legal
counsel to Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the
“Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933,
as amended (the “Securities Act”), of an aggregate of 661,075 shares (the “Shares”) of the Company’s
common stock, par value $0.001 per share, that may be issued pursuant to the Intercept Pharmaceuticals, Inc. 2012 Equity Incentive
Plan (the “Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with
the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in
the Registration Statement.
In connection with this
opinion, we have examined the Company’s Restated Certificate of Incorporation and the Company’s Restated Bylaws, each
as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s
officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and
the authenticity of the originals of such copies. In addition, we have assumed that the Company will receive any required consideration
in accordance with the terms of the Plan.
Our opinion is limited
to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction.
No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state
or any foreign jurisdiction.
Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C.
Boston
| Washington | New York | Stamford | Los Angeles | San Francisco | San Diego | London
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
April 22, 2013
Page 2
Please note that we are
opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion
is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or
opinions set forth herein.
Based upon the foregoing,
we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued,
fully paid and non-assessable.
We understand that you
wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this
consent, we do not 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 promulgated thereunder.
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Very truly yours,
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/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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