As filed with the Securities and Exchange Commission on June 17, 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
INTREXON CORPORATION
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Virginia
|
|
26-0084895
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
20374 Seneca Meadows Parkway, Germantown, Maryland
|
|
20876
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan
(Full title of the plan)
Randal J. Kirk
Chairman
of the Board and Chief Executive Officer
Intrexon Corporation
222 Lakeview Avenue, Suite 1400, Palm Beach, Florida 33401
(Name and address of agent for service)
(561) 410-7000
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
John Owen Gwathmey
David
I. Meyers
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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 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, no par value
|
|
3,000,000
|
|
$24.41
(2)
|
|
$73,230,000
|
|
$9,432.02
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminable number of additional shares of the Registrant’s
common stock, no par value (the “Common Stock”), as may become issuable to prevent dilution in the event of stock splits, stock dividends, recapitalizations or similar transactions.
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act, and is based upon the average of high and low sales prices of the Common Stock on The New York Stock
Exchange on June 10, 2014.
|
REGISTRATION OF ADDITIONAL SECURITIES
Intrexon Corporation (the “Company”) is hereby registering 3,000,000 additional shares of its common stock, no par value per share
(the “Common Stock”), for issuance under the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (the “2013 Plan”). The registration statement on Form S-8 (Registration No. 333-190614, the “Prior 2013
Plan Registration Statement”), as filed with the Securities and Exchange Commission on August 14, 2013, relating to the same class of securities and the same benefit plan is currently effective and, in accordance with Instruction E of the
General Instructions to Form S-8, the contents of the Prior 2013 Plan Registration Statement, to the extent they relate to the 2013 Plan and the shares of Common Stock issuable thereunder, are incorporated herein by reference.
Reference is made to the Exhibit Index on the page immediately
preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index 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 Town of Blacksburg, Commonwealth of Virginia, on June 17, 2014.
|
|
|
|
|
INTREXON CORPORATION
|
|
|
|
|
By:
|
|
/s/ Randal J. Kirk
|
|
Randal J. Kirk
|
|
Chief Executive Officer and Chairman of the Board of Directors
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal J. Kirk, Rick Sterling and
Donald P. Lehr, and each of them, as his true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the
undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable Intrexon Corporation to comply with the Securities Act of 1933, as amended (the “Securities Act”), and
any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically
but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto
and other documents in connection therewith, with the Commission, to sign any and all applications, Registration Statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same,
together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Randal J. Kirk
|
|
Chief Executive Officer and Chairman of
|
|
June 17, 2014
|
|
Randal J. Kirk
|
|
the Board of Directors
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Rick Sterling
|
|
Chief Financial Officer
|
|
June 17, 2014
|
|
Rick Sterling
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
|
|
|
/s/ Cesar L. Alvarez
|
|
Director
|
|
June 17, 2014
|
|
Cesar L. Alvarez
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
Steven Frank
|
|
|
|
|
|
|
|
|
|
/s/ Larry D. Horner
|
|
Director
|
|
June 17, 2014
|
|
Larry D. Horner
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey B. Kindler
|
|
Director
|
|
June 17, 2014
|
|
Jeffrey B. Kindler
|
|
|
|
|
|
|
|
|
|
/s/ Dean J. Mitchell
|
|
Director
|
|
June 17, 2014
|
|
Dean J. Mitchell
|
|
|
|
|
|
|
|
|
|
/s/ Robert B. Shapiro
|
|
Director
|
|
June 17, 2014
|
|
Robert B. Shapiro
|
|
|
|
|
|
|
|
|
|
/s/ James S. Turley
|
|
Director
|
|
June 17, 2014
|
|
James S. Turley
|
|
|
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
4.1
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-189853)).
|
|
|
|
|
4.2
|
|
Eighth Amended and Restated Investors’ Rights Agreement, dated March 1, 2013, by and among the Registrant and the holders of the Registrant’s series preferred and certain holders of the Registrant’s common stock and
Joinder thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-189853)).
|
|
|
|
|
5.1
|
|
Opinion of Troutman Sanders LLP.
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP.
|
|
|
|
|
23.2
|
|
Consent of McGladrey LLP.
|
|
|
|
|
23.3
|
|
Consent of Troutman Sanders LLP (included in Exhibit 5.1).
|
|
|
|
|
24.1
|
|
Power of Attorney (included on signature page).
|
|
|
|
|
10.1
|
|
Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 13,
2014).
|
Exhibit 5.1
|
|
|
|
|
|
TROUTMAN SANDERS LLP
Attorneys at Law
1001 Haxall
Point
Richmond, Virginia 23219
(804) 697-1200 telephone
troutmansanders.com
|
June 17, 2014
Intrexon Corporation
20374 Seneca Meadows Parkway
Germantown, Maryland 20876
Re: Registration
Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Intrexon Corporation, a Virginia corporation (the “Company”), in connection with the Registration
Statement on Form S-8 (the “Registration Statement”), as filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 17, 2014, pursuant to the Securities Act of 1933, as amended (the
“Securities Act”), to register 3,000,000 additional shares of common stock, no par value per share of the Company (the “Shares”) issuable by the Company from time to time pursuant to the Intrexon Corporation Amended and Restated
2013 Omnibus Incentive Plan (the “Plan”).
This opinion is being furnished in accordance with the requirements of Item 8(a)
of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and
factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of
natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied
without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.
In connection herewith, we have assumed that all of the documents referred to in this opinion letter have been duly authorized by, have been
duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and
validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
We do not purport
to express an opinion on any laws other than the laws of the Commonwealth of Virginia. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein,
and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these
opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or
regulations of any other jurisdiction, court or administrative agency.
Based upon the foregoing and in reliance thereon, and subject to
the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued, delivered and paid for in accordance with the Plan, the Shares
will be legally issued, fully paid and non-assessable.
Intrexon Corporation
June
17, 2014
Page 2
We do not render any opinions except as set forth above. We hereby consent to the filing of
this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus filed as a part thereof. We also consent to your filing copies of this opinion as an exhibit to the
Registration Statement with such agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the securities addressed herein. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
|
|
|
Very truly yours,
|
|
|
|
/s/ Troutman Sanders LLP
|
|
|
|
Troutman Sanders LLP
|