As filed with the Securities and Exchange Commission on August 12, 2015
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CURIS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 04-3505116 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 4 Maguire Road, Lexington, MA | 02421 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Curis, Inc. Amended and Restated 2010 Stock Incentive Plan
(Full Title of the Plan)
Ali Fattaey
President and Chief Executive Officer
4 Maguire Road
Lexington, MA 02421
(Name and Address of Agent For Service)
(617) 503-6500
(Telephone Number, Including Area Code, of Agent For Service)
with copies to:
Steven D. Singer, Esq. and Cynthia T. Mazareas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
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 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed
Maximum
Offering Price |
Amount of
Registration Fee |
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|
Common Stock, $0.01 par value per share |
10,000,000 shares | $2.89(2) | $28,900,000(2) | $3,359.00 | ||||
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| (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) | 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, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on August 6, 2015. |
Statement of Incorporation by Reference
This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 10,000,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Curis, Inc. (the “Registrant”) to be issued under the Amended and Restated 2010 Stock Incentive Plan, as amended (the “2010 Plan”) of the Registrant. In accordance with General Instruction E to Form S-8, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” this Registration Statement incorporates by reference the contents of the Registration Statements on Form S-8 filed by the Registrant on June 22, 2010 (File No. 333-167675) and September 10, 2013 (File No. 333-167675), relating to the Registrant’s 2010 Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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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 Lexington, State of Massachusetts on this 12th day of August, 2015.
| CURIS, INC. | ||
| By: | /s/ Michael P. Gray | |
| Michael P. Gray | ||
| Chief Financial and Chief Business Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Curis, Inc., hereby severally constitute and appoint Ali Fattaey and Michael P. Gray, 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 Curis, 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/ Ali Fattaey, Ph.D. Ali Fattaey, Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) | August 12, 2015 | ||
|
/s/ Michael P. Gray Michael P. Gray |
Chief Financial and Chief Business Officer (Principal Financial and Accounting officer) | August 12, 2015 | ||
|
/s/ James R. McNab, Jr. James R. McNab, Jr. |
Chairman of the Board of Directors | August 12, 2015 | ||
|
/s/ Daniel R. Passeri Daniel R. Passeri |
Vice Chairman of the Board of Directors | August 12, 2015 | ||
|
/s/ Martyn D. Greenacre Martyn D. Greenacre |
Director | August 12, 2015 | ||
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/s/ Kenneth I. Kaitin, Ph.D. Kenneth I. Kaitin, Ph.D. |
Director | August 12, 2015 | ||
|
/s/ Robert E. Martell, M.D., Ph.D. Robert E. Martell, M.D., Ph.D. |
Director | August 12, 2015 | ||
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/s/ Kenneth J. Pienta, M.D. Kenneth J. Pienta, M.D. |
Director | August 12, 2015 | ||
|
/s/ Marc Rubin, M.D. Marc Rubin, M.D. |
Director | August 12, 2015 | ||
|
/s/ James R. Tobin James R. Tobin |
Director | August 12, 2015 | ||
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INDEX TO EXHIBITS
|
Number |
Description |
|
| 4.1 (1) | Restated Certificate of Incorporation of the Registrant | |
| 4.2 (2) | Certificate of Amendment of Restated Certificate of Incorporation of the Registrant | |
| 4.4 (3) | Amended and Restated By-Laws of the Registrant | |
| 4.4 (4) | Amendment to 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 PricewaterhouseCoopers LLP | |
| 24.1 | Power of attorney (included on the signature pages of this registration statement) | |
| 99.1 (5) | Curis, Inc. Amended and Restated 2010 Stock Incentive Plan, as amended | |
| (1) | Previously filed as Exhibit 3.3 to the Registrant’s registration statement on Form S-4/A filed with the SEC on June 19, 2000. |
| (2) | Previously filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on June 3, 2013. |
| (3) | Previously filed as Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on November 29, 2000. |
| (4) | Previously filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on September 24, 2007. |
| (5) | Previously filed as Exhibit 99.1 to the Registrant’s current report on Form 8-K filed with the SEC on May 28, 2015. |
Exhibit 5.1
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
August 12, 2015
Curis, Inc.
4 Maguire Road
Lexington, MA 02421
Re: Amended and Restated 2010 Stock Incentive Plan, as amended
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 10,000,000 shares of common stock, $0.01 par value per share (the “Shares”), of Curis, Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended and Restated 2010 Stock Incentive Plan, as amended (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.
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/ Steven D. Singer | |
| Steven D. Singer, Partner |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 24, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Curis Inc.‘s Annual Report on Form 10-K for the year ended December 31, 2014.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 12, 2015