As filed with the Securities and Exchange Commission on February 27, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Epizyme, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 26-1349956 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
400 Technology Square Cambridge, MA |
02139 | |
(Address of Principal Executive Offices) | (Zip Code) |
2013 Stock Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plan)
Robert J. Gould, Ph.D.
Chief Executive Officer
Epizyme, Inc.
400 Technology Square
Cambridge, MA 02139
(Name and address of agent for service)
(617) 229-5872
(Telephone number, including area code, of agent for service)
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):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of securities to be registered |
Amount
to be
|
Proposed
maximum offering price per share |
Proposed
maximum aggregate offering price |
Amount of
registration fee |
||||
Common Stock, $0.0001 par value per share |
633,333 shares (2) | $30.69495 (3) | $19,440,124.77 (3) | $2,503.89 | ||||
|
||||||||
|
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, 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) | Consists of (i) 400,000 additional shares issuable under the 2013 Stock Incentive Plan and (ii) 233,333 additional shares issuable under the 2013 Employee Stock Purchase Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $30.69495, the average of the high and low price of the registrants Common Stock as reported on the NASDAQ Global Market on February 21, 2014. |
Statement of Incorporation by Reference
This Registration Statement on Form S-8 is filed to register the offer and sale of (i) an additional 400,000 shares of the Registrants common stock, $0.0001 par value per share, to be issued under the Registrants 2013 Stock Incentive Plan and (ii) an additional 233,333 shares of the Registrants common stock, $0.0001 par value per share, to be issued under the Registrants 2013 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-189629, filed by the Registrant on June 27, 2013, relating to the Registrants 2008 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.
SIGNATURES
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 the City of Cambridge, Commonwealth of Massachusetts, on this 27 th day of February, 2014.
EPIZYME, INC. | ||
By: |
/s/ Robert J. Gould |
|
Robert J. Gould, Ph.D. | ||
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Epizyme, Inc., hereby severally constitute and appoint Robert J. Gould, Ph.D. and Jason P. Rhodes, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Epizyme, 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.
Signature |
Title |
Date |
||
/s/ Robert J. Gould |
Director, Chief Executive Officer | February 27, 2014 | ||
Robert J. Gould, Ph.D. | (Principal Executive Officer) | |||
/s/ Jason P. Rhodes |
President and Chief Financial Officer (Principal Financial and Accounting Officer) |
February 27, 2014 | ||
Jason P. Rhodes | ||||
/s/ Carl Goldfischer |
Director | February 27, 2014 | ||
Carl Goldfischer, M.D. | ||||
/s/ Thomas O. Daniel |
Director | February 27, 2014 | ||
Thomas O. Daniel, M.D. | ||||
/s/ David M. Mott |
Director | February 27, 2014 | ||
David M. Mott | ||||
/s/ Richard F. Pops |
Director | February 27, 2014 | ||
Richard F. Pops | ||||
/s/ Beth Seidenberg |
Director | February 27, 2014 | ||
Beth Seidenberg, M.D. | ||||
/s/ Kazumi Shiosaki |
Director | February 27, 2014 | ||
Kazumi Shiosaki, Ph.D. |
INDEX TO EXHIBITS
Number |
Description |
|
4.1(1) | Restated Certificate of Incorporation of the Registrant | |
4.2(2) | Amended and Restated By-Laws of the Registrant | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
23.1 |
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
|
23.2 | Consent of Ernst & Young LLP | |
24.1 | Power of attorney (included on the signature pages of this registration statement) | |
99.1(2) | 2013 Stock Incentive Plan | |
99.2(2) | 2013 Employee Stock Purchase Plan |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Current Report on Form 8-K (File No. 001-35945) on June 7, 2013 and incorporated herein by reference. |
(2) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrants Registration Statement on Form S-1, as amended (File No. 333-187982), and incorporated herein by reference. |
Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
February 27, 2014
Epizyme, Inc.
400 Technology Square
Cambridge, MA 02139
Re: 2013 Stock Incentive Plan |
2013 Employee Stock Purchase 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 633,333 additional shares of common stock, $0.0001 par value per share (the Shares), of Epizyme, Inc., a Delaware corporation (the Company), issuable under the Companys 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan (collectively, the Plans).
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 Plans, 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 Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
February 27, 2014
Page 2
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.
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 Plans, 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 | ||
By: |
/s/ Stuart M. Falber |
|
Stuart M. Falber, Partner |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) filed with the Securities and Exchange Commission on February 27, 2014 pertaining to the 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan of Epizyme, Inc. of our report dated February 27, 2014, with respect to the consolidated financial statements of Epizyme, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 27, 2014