As filed with the Securities and Exchange Commission on March 13, 2018
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)
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Delaware
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26-1349956
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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400 Technology Square
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
(Full title of the plan)
Robert B. Bazemore
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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.0001 par value per share
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2,500,000 shares (2)
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$17.03 (3)
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$42,575,000 (3)
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$5,300.59
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(1)
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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.
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(2)
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Consists of 2,500,000 additional shares issuable under the 2013 Stock Incentive Plan.
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(3)
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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 $17.03, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Market on March 7, 2018.
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Statement of Incorporation by Reference
This Registration Statement on Form
S-8
is filed to register the offer and sale of an additional 2,500,000 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; 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; the registration statement on Form
S-8,
File
No. 333-202681,
filed by the Registrant on March 12, 2015, relating to the Registrant’s 2013 Stock Incentive Plan; the registration statement on Form
S-8,
File
No. 333-210028,
filed by the Registrant on March 9, 2016, relating to the Registrant’s 2013 Stock Incentive Plan; and the registration statement on Form
S-8,
File
No. 333-216638,
filed by the Registrant on March 13, 2017, relating to the Registrant’s 2013 Stock Incentive Plan.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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 13th day of March, 2018.
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EPIZYME, INC.
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By:
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/s/ Robert B. Bazemore
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Robert B. Bazemore
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Epizyme, Inc., hereby severally constitute and appoint Robert B. Bazemore and Susan E. Graf, 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.
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Signature
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Title
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Date
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/s/ Robert B. Bazemore
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President, Chief Executive Officer, Director
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March 13, 2018
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Robert B. Bazemore
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(Principal Executive Officer)
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/s/ Susan E. Graf
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Chief Business Officer
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March 13, 2018
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Susan E. Graf
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(Principal Financial Officer)
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/s/ Suzanne Fleming
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Senior Vice President, Finance and Treasurer
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March 13, 2018
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Suzanne Fleming
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(Principal Accounting Officer)
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/s/ Andrew R. Allen
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Director
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March 13, 2018
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Andrew R. Allen, M.D., Ph.D.
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/s/ Kenneth Bate
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Director
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March 13, 2018
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Kenneth Bate
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/s/ Kevin T. Conroy
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Director
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March 13, 2018
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Kevin T. Conroy
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/s/ Michael F. Giordano
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Director
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March 13, 2018
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Michael F. Giordano, M.D.
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/s/ Carl Goldfischer
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Director
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March 13, 2018
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Carl Goldfischer, M.D.
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/s/ David M. Mott
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Director
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March 13, 2018
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David M. Mott
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/s/ Richard F. Pops
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Director
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March 13, 2018
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Richard F. Pops
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/s/ Beth Seidenberg
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Director
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March 13, 2018
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Beth Seidenberg, M.D.
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Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
March 13, 2018
Epizyme, Inc.
400 Technology Square
Cambridge, MA 02139
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Re:
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2013 Stock Incentive Plan
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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 2,500,000 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.
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.
March 13, 2018
Page 2
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.
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Very truly yours,
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WILMER CUTLER PICKERING
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HALE AND DORR LLP
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By:
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/s/ Stuart M. Falber
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Stuart M. Falber, Partner
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