As filed with the Securities and Exchange
Commission on August 7, 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
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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450 W. 15th Street, Suite 505
New York, NY 10011
(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.
450 W. 15th Street, Suite 505
New York, NY 10011
(646) 747-1000
(
Name, Address and Telephone Number,
Including Area Code, of Agent for Service
)
Copies to:
David E. Redlick, Esq.
Brian A. Johnson, Esq.
Wilmer Cutler Pickering Hale and Dorr
LLP
7 World Trade Center
250 Greenwich Street
New York, New York 10007
(212) 230-8800
Facsimile: (212) 230-8888
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
x
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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
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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 $0.001 per share
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1,711,935 shares
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$
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248.95
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$
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426,186,218
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$
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49,523
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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 (i) 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, 2014 (775,584 shares) and January 1, 2015 (856,609 shares) pursuant to the terms thereof
and (ii) 79,742 shares added to the 2012 Plan due to expirations and forfeitures of equity awards previously made under the 2012
Plan. 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 (August 6, 2015) 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 statements filed on Form S-8 (SEC
File Nos. 333-184810 and 333-188064) of the Registrant are effective. The information contained in the Registrant’s registration
statements on Form S-8 (SEC File Nos. 333-184810 and 333-188064) are 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 August 7, 2015.
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INTERCEPT PHARMACEUTICALS, INC.
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By
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/s/
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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 and Director
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August 7, 2015
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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 and Treasurer
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August 7, 2015
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Barbara Duncan
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(Principal Financial and AccountingOfficer)
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/s/ Jonathan T. Silverstein
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Chairman of the Board of Directors
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August 7, 2015
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Jonathan T. Silverstein
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/s/ Srinivas Akkaraju, M.D., Ph.D.
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Director
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August 7, 2015
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Srinivas Akkaraju, M.D., Ph.D.
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/s/ Luca Benatti, Ph.D.
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Director
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August 7, 2015
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Luca Benatti, Ph.D.
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/s/ Paolo Fundaro
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Director
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August 7, 2015
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Paolo Fundaro
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/s/ Sanj K. Patel
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Director
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August 7, 2015
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Sanj K. Patel
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/s/ Glenn Sblendorio
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Director
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August 7, 2015
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Glenn Sblendorio
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/s/ Klaus Veitinger, M.D., Ph.D.
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Director
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August 7, 2015
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Klaus Veitinger, M.D., Ph.D.
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/s/ Nicole Williams
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Director
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August 7, 2015
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Nicole Williams
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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 Wilmer Cutler Pickering Hale and Dorr LLP as to the legality of shares being registered.
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(23.1)
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (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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(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
August 7, 2015
+1 212 230 8800 (t)
+1 212 230 8888 (f)
wilmerhale.com
Intercept Pharmaceuticals, Inc.
450 W. 15
th
Street, Suite 505
New York, NY 10011
Re:
2012 Equity Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement
on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,711,935 shares of
common stock, $0.001 par value per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), issuable under the Company’s 2012 Equity Incentive Plan (the “Plan”).
We have examined the Certificate of Incorporation and By-Laws
of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating
to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents
and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to
the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable
state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the state laws of the State of New York, the General Corporation Law of the State of Delaware and the federal
laws of the United States of America.
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in effect.
Intercept
Pharmaceuticals
August 7, 2015
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.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act. In giving such consent, we do not hereby admit that we are in 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,
WILMER CUTLER PICKERING
HALE AND DORR LLP
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By:
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/s/ Brian A. Johnson
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Brian A. Johnson, a Partner
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