As filed with the Securities and Exchange Commission on May 12, 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
Portola Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
20-0216859
|
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
270 E. Grand Avenue
South San Francisco, California 94080
(650) 246-7300
(Address
of principal executive offices) (Zip code)
Portola Pharmaceuticals, Inc. 2013 Equity Incentive Plan
Portola Pharmaceuticals, Inc. 2013 Employee Stock Purchase Plan
(Full title of the plan)
William Lis
Chief Executive Officer
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, California 94080
(650) 246-7300
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey
Sally A. Kay
Cooley LLP
101 California Street, 5
th
Floor
San Francisco, CA 94111
(415) 693-2000
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.
|
|
|
|
|
|
|
|
|
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
Registered(1)
|
|
Proposed
Maximum
Offering Price
per
Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.001 per share
|
|
|
|
|
|
|
|
|
|
– 2013 Equity Incentive Plan
|
|
2,045,785 (2)(3)
|
|
$23.43(6)
|
|
$47,932,742.55
|
|
$6,173.74
|
|
– 2013 Employee Stock Purchase Plan
|
|
818,314 (4)(5)
|
|
$23.43(6)
|
|
$19,173,097.02
|
|
$2,469.50
|
|
Total
|
|
2,864,099
|
|
|
|
$67,105,839.57
|
|
$8,643.24
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock of Portola Pharmaceuticals, Inc.
(the “Registrant”) that become issuable under the 2013 Equity Incentive Plan (the “2013 Plan”), and the 2013 Employee Stock Purchase Plan ( the “2013 ESPP,” and collectively with the 2013 Plan, the “Plans”)
set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.
|
|
(2)
|
Represents additional shares of the Registrant’s common stock reserved for future issuance under the 2013 Plan by reason of the automatic increase provision of the 2013 Plan.
|
|
(3)
|
The number of shares reserved for issuance under the 2013 Plan will automatically increase on January 1st each year, starting on January 1, 2014 and continuing through January 1, 2023, by the lesser of (a) five percent
(5%) of the total number of shares of the Registrant’s common stock outstanding on December 31st of the immediately preceding calendar year and (b) a number determined by the Registrant’s board of directors.
|
|
(4)
|
Represents additional shares of the Registrant’s common stock reserved for future issuance under the 2013 ESPP by reason of the automatic increase provision of the 2013 ESPP.
|
|
(5)
|
The number of shares reserved for issuance under the 2013 ESPP will automatically increase on January 1st each year, starting on January 1, 2014 and continuing through January 1, 2023, by the lesser of (a) two percent
(2%) of the total number of shares of the Registrant’s common stock outstanding on December 31st of the preceding calendar year, (b) 2,500,000 shares of common stock or (c) a number determined by the Registrant’s board of directors.
|
|
(6)
|
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $23.43, the average of the high and low prices of the Registrant’s common
stock as reported on The NASDAQ Global Market on May 7, 2014.
|
EXPLANATORY NOTE
Portola Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of
registering an additional (a) 2,045,785 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible persons under the 2013 Equity Incentive Plan, which Common Stock is in addition to the shares of
Common Stock registered on the Registrant’s Form S-8 filed on May 31, 2013 (File No. 333-188996) and (b) 818,314 shares of Common Stock issuable to eligible persons under the 2013 Employee Stock Purchase Plan, which Common
Stock is in addition to the shares of Common Stock registered on the Registrant’s Form S-8 filed on May 31, 2013 (File No. 333-188996).
PART II
|
ITEM 3.
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
The Registration Statement on Form S-8
(File No. 333-188996) filed by the Registrant with the Securities and Exchange Commission on May 31, 2013 is incorporated by reference into this Registration Statement.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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) on or after the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this
Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
23.2
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this Form S-8).
|
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 South San Francisco, State of California, on May
12, 2014.
|
|
|
|
|
P
ORTOLA
P
HARMACEUTICALS
, I
NC
.
|
|
|
|
|
By:
|
|
/s/ William Lis
|
|
|
|
William Lis
|
|
|
|
Chief Executive Officer
|
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 William Lis and Mardi C. Dier, and each or any one of them, his true and lawful attorney-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, 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, this
Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William Lis
William Lis
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
May 12, 2014
|
|
|
|
|
|
/s/ Mardi C. Dier
Mardi C. Dier
|
|
Executive Vice President and
Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|
May 12, 2014
|
|
|
|
|
|
/s/ Hollings C. Renton
Hollings C. Renton
|
|
Chairman of the Board of Directors
|
|
May 12, 2014
|
|
|
|
|
|
/s/ Jean-Jacques Bienaimé
Jean-Jacques Bienaimé
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
/s/ Jeffrey W. Bird, M.D., Ph.D.
Jeffrey W. Bird, M.D., Ph.D.
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
Robert
M. Califf, M.D.
|
|
Director
|
|
|
|
|
|
|
|
/s/ Nicholas G. Galakatos, Ph.D.
Nicholas G. Galakatos, Ph.D.
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
/s/ Charles J. Homcy, M.D.
Charles J. Homcy, M.D.
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
|
|
/s/ John H. Johnson
John H. Johnson
|
|
Director
|
|
May 12, 2014
|
|
|
|
|
|
H. Ward
Wolff
|
|
Director
|
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
23.2
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this Form S-8).
|
Exhibit 5.1
Sally A. Kay
T: +1 650 843
5582
skay@cooley.com
May 12, 2014
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, California 94080
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by Portola Pharmaceuticals, Inc., a Delaware corporation
(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 2,864,099 shares of the Company’s Common Stock, par value $0.001 per share, including (a) 2,045,785 shares of Common Stock (the “
2013 Shares
”) pursuant to the Company’s 2013 Equity
Incentive Plan (the “
2013 Plan
”), and (b) 818,314 shares of Common Stock (the “
2013 ESPP Shares
”) pursuant to the Company’s 2013 Employee Stock Purchase Plan (the “
2013
ESPP
” and together with the 2013 Plan, the “
Plans
”).
In connection with this opinion, we have examined and relied
upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and (d) 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, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our
opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon,
we are of the opinion that the 2013 Shares and the 2013 ESPP Shares, when sold and issued in accordance with the 2013 Plan and the 2013 ESPP, respectively, and 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
Portola Pharmaceuticals, Inc.
Page Two
We consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
Cooley LLP
|
|
|
|
|
By:
|
|
/s/ Sally A. Kay
|
|
|
|
Sally A. Kay
|
FIVE PALO ALTO SQUARE,
3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM