As filed with the Securities and Exchange Commission on March 12, 2015
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
(Full title of the plan)
Robert J. Gould, Ph.D.
President and 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
|
|
x
|
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
(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, $0.0001 par value per share
|
|
1,721,300 shares(2)
|
|
$23.46(3)
|
|
$40,381,698.00(3)
|
|
$4,692.36
|
|
|
|
|
|
(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 1,721,300 additional shares issuable under the 2013 Stock Incentive 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 $23.46, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Market on March 6, 2015.
|
Statement of Incorporation by Reference
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 1,721,300 shares of the Registrant’s common stock,
$0.0001 par value per share, to be issued under the Registrant’s 2013 Stock Incentive 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 Registrant’s 2008 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, and the registration statement on Form S-8, File No. 333-194205, filed by the
Registrant on February 28, 2014, relating to the Registrant’s 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 12 day of March, 2015.
|
|
|
|
|
EPIZYME, INC.
|
|
|
|
|
By:
|
|
/s/ Robert J. Gould
|
|
Robert J. Gould, Ph.D.
|
|
President and 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 Andrew E. Singer, 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
Robert J. Gould, Ph.D.
|
|
President, Chief Executive Officer, Director
(Principal Executive Officer)
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Andrew E. Singer
Andrew E. Singer
|
|
Executive Vice President of Finance and
Administration, Chief Financial Officer and
Treasurer
(Principal Financial and
Accounting Officer)
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Andrew R. Allen
Andrew R. Allen, M.D., Ph.D.
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Kenneth Bate
Kenneth Bate
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Carl Goldfischer
Carl Goldfischer, M.D.
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ David M. Mott
David M. Mott
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Richard F. Pops
Richard F. Pops
|
|
Director
|
|
March 12, 2015
|
|
|
|
|
|
/s/ Beth Seidenberg
Beth Seidenberg, M.D.
|
|
Director
|
|
March 12, 2015
|
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
|
|
(1)
|
Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s 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 Registrant’s 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)
March 12, 2015
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 1,721,300 additional shares of common stock, $0.0001 par value per share (the
“Shares”), of Epizyme, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2013 Stock 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 Commonwealth of Massachusetts, the
General Corporation Law of the State of Delaware and the federal laws of the United States of America.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wilmer Cutler Pickering Hale and Dorr
LLP
, 60 State Street, Boston, Massachusetts 02109
|
|
Beijing
|
|
Berlin
|
|
Boston
|
|
Brussels
|
|
Denver
|
|
Frankfurt
|
|
London
|
|
Los Angeles
|
|
New York
|
|
Oxford
|
|
Palo Alto
|
|
Washington
|
March 12, 2015
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 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
|
|
|
|
|
By:
|
|
/s/ Stuart M. Falber
|
|
|
|
Stuart M. Falber, Partner
|