As filed with the Securities and Exchange Commission on February 14, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
REVANCE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0551645
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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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Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
(510) 742-3400
(Address of principal executive offices)
2002 Equity Incentive Plan
2012 Equity Incentive Plan
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full titles of the plans)
L. Daniel Browne
President and Chief Executive Officer
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
(510) 742-3400
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark B. Weeks
Gordon K. Ho
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Facsimile: (650) 849-7400
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. (Check one):
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Large Accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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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2,422,831 shares
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$3.63- $26.83
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$41,670,076.95
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$5,367.11
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(1)
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Pursuant to Rule 416(a) promulgated 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
that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the
Registrant’s Common Stock.
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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 are based (a) upon the weighted average exercise price for outstanding options granted under the Registrant’s 2002 Equity Incentive Plan and 2012 Equity Incentive Plan or (b) with respect to shares reserved for future grant
under the Registrant’s 2014 Equity Incentive Plan and issuance under the Registrant’s 2014 Employee Stock Purchase Plan, upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global
Market on February 11, 2014
)
. The chart below details the calculations of the registration fee:
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Securities
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Number of
Shares
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Offering Price Per
Share(2)
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Aggregate
Offering Price
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Shares issuable upon the exercise of outstanding options granted under the 2002 Equity Incentive
Plan
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267,385
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$3.63(2)(a)
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$970,607.55
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Shares issuable upon the exercise of outstanding options granted under the 2012 Equity Incentive
Plan
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955,446
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$8.90(2)(a)
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$8,503,469.40
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Shares reserved for future issuance under the 2014 Equity Incentive Plan
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1,000,000
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$26.83(2)(b)
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$26,830,000.00
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Shares reserved for future issuance under the 2014 Employee Stock Purchase Plan
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200,000
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$26.83(2)(b)
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$5,366,000.00
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Proposed Maximum Aggregate Offering Price
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$41,670,076.95
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Registration Fee
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$5,367.11
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PART II
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by Revance
Therapeutics, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:
(a)
The Registrant’s prospectus filed on February 6, 2014 pursuant to Rule 424(b) under the Securities Act, relating to the
registration statement on Form S-1 originally filed on December 31, 2013 (File No. 333-193154), as amended, which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.
(b)
The Registrant’s Current Report on Form 8-K, filed with the Commission on February 11, 2014.
(c)
The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on
February 4, 2014 (File No. 001-36297), under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(d)
All documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the
extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a
part of this Registration Statement, except as so modified or superseded.
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ITEM 4.
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DESCRIPTION OF SECURITIES
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Not applicable.
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware General
Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current
law.
The Registrant’s amended and restated certificate of incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.
The Registrant’s amended and restated bylaws provide for the indemnification of officers,
directors and third parties acting on the Registrant’s behalf if such persons act in good faith and in a manner reasonably believed to be in and not opposed to the Registrant’s best interest, and, with respect to any criminal action or
proceeding, such indemnified party had no reason to believe his or her conduct was unlawful.
The Registrant has entered into
indemnification agreements with each of its directors and executive officers, in addition to the indemnification provisions provided for in its charter documents, and the Registrant intends to enter into indemnification agreements with any new
directors and executive officers in the future.
2.
The Registrant intends to purchase and maintain insurance on behalf of any person who is or was a
director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
3.
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Exhibit
Number
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Description
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4.1
(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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4.2
(2)
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Amended and Restated Bylaws of the Registrant.
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4.3
(3)
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Specimen Common Stock Certificate of the Registrant.
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4.4
(4)
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Revance Therapeutics, Inc. 2002 Equity Incentive Plan
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4.5
(5)
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Form of Stock Option Agreement and Option Grant Notice for Revance Therapeutics, Inc. 2002 Equity Incentive Plan.
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4.6
(6)
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Revance Therapeutics, Inc. Amended and Restated 2012 Equity Incentive Plan.
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4.7
(7)
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Form of Stock Option Agreement and Option Grant Notice for Revance Therapeutics, Inc. Amended and Restated 2012 Equity Incentive Plan.
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4.8
(8)
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Revance Therapeutics, Inc. 2014 Equity Incentive Plan.
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4.9
(9)
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Form of Restricted Stock Unit Award Agreement and Grant Notice, Stock Option Agreement and Grant Notice, and Restricted Stock Bonus Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan.
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4.10
(10)
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Revance Therapeutics, Inc. 2014 Employee Stock Purchase Plan.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney. Reference is made to the signature page of this Form S-8.
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(1)
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Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 11, 2014, and incorporated by reference herein.
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(2)
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Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(3)
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Previously filed as Exhibit 4.4 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-193154), filed with the Commission on February 3, 2014, and incorporated by
reference herein.
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(4)
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Previously filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(5)
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Previously filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(6)
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Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(7)
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Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(8)
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Previously filed as Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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(9)
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Previously filed as Exhibit 10.6 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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(10)
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Previously filed as Exhibit 10.7 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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4.
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1.
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The undersigned Registrant hereby undertakes:
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(a)
To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however,
that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference herein.
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at
the termination of the offering.
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2.
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue.
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5.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
Newark, State of California, on this 14th day of February, 2014.
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REVANCE THERAPEUTICS, INC.
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By:
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S
/ L. D
ANIEL
B
ROWNE
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L. D
ANIEL
B
ROWNE
President and Chief Executive Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints
L. D
ANIEL
B
ROWNE
and
L
AUREN
P.
S
ILVERNAIL
, jointly and severally, as his true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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 might
or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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
/ L. D
ANIEL
B
ROWNE
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 14, 2014
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L. D
ANIEL
B
ROWNE
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S
/ L
AUREN
P.
S
ILVERNAIL
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Executive Vice President, Chief Financial Officer
(Principal Financial and
Accounting
Officer)
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February 14, 2014
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L
AUREN
P. S
ILVERNAIL
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S
/ R
OBERT
B
YRNES
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Director
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February 14, 2014
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R
OBERT
B
YRNES
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S
/ R
ONALD
W.
E
ASTMAN
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Director
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February 14, 2014
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R
ONALD
W. E
ASTMAN
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S
/ P
HYLLIS
G
ARDNER
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Director
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February 14, 2014
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P
HYLLIS
G
ARDNER
, M.D.
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S
/ J
AMES
G
LASHEEN
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Director
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February 14, 2014
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J
AMES
G
LASHEEN
, P
H
.D.
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/
S
/ J
ONATHAN
T
UNNICLIFFE
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Director
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February 14, 2014
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J
ONATHAN
T
UNNICLIFFE
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/
S
/ R
ONALD
W
OOTEN
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Director
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February 14, 2014
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R
ONALD
W
OOTEN
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EXHIBITS
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Exhibit
Number
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Description
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4.1
(1)
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Amended and Restated Certificate of Incorporation of the Registrant.
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4.2
(2)
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Amended and Restated Bylaws of the Registrant.
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4.3
(3)
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Specimen Common Stock Certificate of the Registrant.
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4.4
(4)
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Revance Therapeutics, Inc. 2002 Equity Incentive Plan
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4.5
(5)
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Form of Stock Option Agreement and Option Grant Notice for Revance Therapeutics, Inc. 2002 Equity Incentive Plan.
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4.6
(6)
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Revance Therapeutics, Inc. Amended and Restated 2012 Equity Incentive Plan.
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4.7
(7)
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Form of Stock Option Agreement and Option Grant Notice for Revance Therapeutics, Inc. Amended and Restated 2012 Equity Incentive Plan.
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4.8
(8)
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Revance Therapeutics, Inc. 2014 Equity Incentive Plan.
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4.9
(9)
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Form of Restricted Stock Unit Award Agreement and Grant Notice, Stock Option Agreement and Grant Notice, and Restricted Stock Bonus Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan.
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4.10
(10)
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Revance Therapeutics, Inc. 2014 Employee Stock Purchase Plan.
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney. Reference is made to the signature page of this Form S-8.
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(1)
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Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on February 11, 2014, and incorporated by reference herein.
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(2)
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Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(3)
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Previously filed as Exhibit 4.4 to the Registrant’s Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-193154), filed with the Commission on February 3, 2014, and incorporated by
reference herein.
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(4)
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Previously filed as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(5)
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Previously filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(6)
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Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(7)
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Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on December 31, 2013, as amended, and incorporated by
reference herein.
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(8)
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Previously filed as Exhibit 10.5 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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(9)
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Previously filed as Exhibit 10.6 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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(10)
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Previously filed as Exhibit 10.7 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-193154), originally filed with the Commission on January 27, 2014, as amended,
and incorporated by reference herein.
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Exhibit 5.1
Gordon K. Ho
T: +1 650 843
5190
gho@cooley.com
February 14, 2014
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
Ladies and Gentlemen:
We have represented Revance Therapeutics, Inc., a Delaware corporation (the “
Company
”), in connection with the filing by the Company
of a Registration Statement on
Form S-8
(the “
Registration Statement
”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 2,422,831 shares
of the Company’s Common Stock, $0.001 par value (the
“
Shares
”
), including (i) 267,385 shares (the
“
2002 Plan Shares
”
) reserved for issuance upon the exercise
of options issued under the Company’s 2002 Equity Incentive Plan (the
“
2002 Plan
”
), (ii) 955,446 shares (the
“
2012 Plan Shares
”
) reserved for issuance upon
the exercise of options issued under the Company’s 2012 Equity Incentive Plan (the
“
2012 Plan
”
), (iii) 1,000,000 shares (the
“
2014 Plan Shares
”
) reserved
for issuance pursuant to the Company’s 2014 Equity Incentive Plan (the
“
2014 Plan
”
), and (iv) 200,000 shares (the
“
ESPP Shares
”
) reserved for issuance pursuant to
the Company’s 2014 Employee Stock Purchase Plan (the “
ESPP
,” and collectively with the 2002 Plan, the 2012 Plan, the 2014 Plan and the ESPP, the “
Plans
”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Company’s Amended and
Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as currently in effect, the Plans and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We
express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2002 Plan Shares, when sold and issued in accordance with the 2002
Plan, the 2012 Plan Shares, when sold and issued in accordance with the 2012 Plan, the 2014 Plan Shares, when sold and issued in accordance with the 2014 Plan, and the ESPP Shares, when sold and issued in accordance with the ESPP, and in each case
when sold and issued in accordance with the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully
paid and nonassessable when such deferred payments are made in full).
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL PALO ALTO CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Revance Therapeutics, Inc.
February 14, 2014
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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Sincerely,
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Cooley LLP
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By:
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/s/ Gordon K. Ho
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Gordon K. Ho
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FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL PALO ALTO CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM