As filed with the Securities and Exchange Commission on March 4, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Revance Therapeutics, Inc.
(Exact name of
registrant
as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation
or organization)
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77-0551645
(I.R.S. Employer
Identification No.)
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7555 Gateway Boulevard
Newark, California 94560
(Address of Principal Executive Offices)
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94560
(Zip Code)
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_____________________________________
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full title of the plan)
_____________________________________
L. Daniel Browne
President and Chief Executive Officer
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
(Name and address of agent for service)
(510) 742-3400
(Telephone number, including area code, of agent for service)
_____________________________________
Copies to:
Gordon K. Ho
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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.
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Large accelerated filer
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Accelerated filer
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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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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(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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– 2014 Equity Incentive Plan
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1,131,538
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$
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17.22
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$
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19,485,084.36
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$
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1,962.15
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– 2014 Employee Stock Purchase Plan
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282,884
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$
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17.22
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$
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4,871,262.48
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$
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490.54
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Total
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1,414,422
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$
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17.22
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$
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24,356,346.84
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$
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2,452.68
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under 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 Registrant’s common stock.
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(2)
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Estimated in accordance with Rule 457(h) and Rule 457(c) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Market on March 1, 2016, in accordance with Rule 457(c) of the Securities Act.
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EXPLANATORY NOTE
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee and non-employee benefit plans set forth herein are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on April 3, 2015 (File No. 333-203235) and February 14, 2014 (File No. 333‑193963) relating to the Registrant’s 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan are each incorporated by reference herein.
EXHIBITS
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation
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4.2(2)
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Amended and Restated Bylaws
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4.3(3)
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Specimen Stock Certificate
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4.4(4)
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Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.5(5)
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Form of Restricted Stock Unit Award Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.6(6)
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Form of Stock Option Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.7(7)
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Form of Restricted Stock Bonus Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.8(8)
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Revance Therapeutics, Inc. 2014 Employee Stock Purchase Plan
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Cooley LLP. Reference is made to Exhibit 5.1 to this Registration Statement
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24.1
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Power of Attorney. Reference is made to the signature page of this Registration Statement
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(1)
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Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36297), filed with the SEC on February 11, 2014, and incorporated by reference herein.
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(2)
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Filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on December 31, 2013, and incorporated by reference herein.
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(3)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on February 3, 2014, and incorporated by reference herein.
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(4)
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Filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on January 27, 2014, and incorporated by reference herein.
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(5)
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Filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No. 001-36297), filed with the SEC on March 4, 2016, and incorporated by reference herein.
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(6)
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Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36297), filed with the SEC on November 10, 2015, and incorporated by reference herein.
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(7)
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Filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K (File No. 001-36297), filed with the SEC on March 4, 2016, and incorporated by reference herein.
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(8)
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Filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on January 27, 2014, and incorporated by reference herein.
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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 Newark, State of California on March 4, 2016.
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REVANCE THERAPEUTICS, INC.
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By:
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/s/ L. Daniel Browne
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L. Daniel Browne
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints L. Daniel Browne and Lauren P. Silvernail, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ L. Daniel Browne
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President, Chief Executive
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March 4, 2016
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L. Daniel Browne
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Officer and Director
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(Principal Executive Officer)
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/s/ Lauren P. Silvernail
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Chief Financial Officer and
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March 4, 2016
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Lauren P. Silvernail
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Chief Business Officer
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(Principal Financial and Accounting Officer)
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/s/ Angus C. Russell
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Director, Chairman
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March 4, 2016
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Angus C. Russell
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/s/ Robert Byrnes
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Director
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March 4, 2016
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Robert Byrnes
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/s/ Ronald W. Eastman
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Director
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March 4, 2016
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Ronald W. Eastman
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/s/ Phyllis Gardner
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Director
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March 4, 2016
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Phyllis Gardner, M.D.
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Signature
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Title
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Date
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/s/ James Glasheen
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Director
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March 4, 2016
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James Glasheen, Ph.D.
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/s/ Mark A. Prygocki, Sr.
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Director
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March 4, 2016
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Mark A. Prygocki, Sr.
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/s/ Jonathan Tunnicliffe
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Director
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March 4, 2016
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Jonathan Tunnicliffe
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/s/ Philip J. Vickers
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Director
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March 4, 2016
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Philip J. Vickers, Ph.D.
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/s/ Ronald Wooten
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Director
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March 4, 2016
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Ronald Wooten
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation
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4.2(2)
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Amended and Restated Bylaws
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4.3(3)
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Specimen Stock Certificate
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4.4(4)
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Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.5(5)
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Form of Restricted Stock Unit Award Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.6(6)
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Form of Stock Option Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.7(7)
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Form of Restricted Stock Bonus Agreement and Grant Notice for Revance Therapeutics, Inc. 2014 Equity Incentive Plan
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4.8(8)
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Revance Therapeutics, Inc. 2014 Employee Stock Purchase Plan
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5.1
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Opinion of Cooley LLP
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Cooley LLP. Reference is made to Exhibit 5.1 to this Registration Statement
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24.1
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Power of Attorney. Reference is made to the signature page of this Registration Statement
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(1)
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Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36297), filed with the SEC on February 11, 2014, and incorporated by reference herein.
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(2)
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Filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on December 31, 2013, and incorporated by reference herein.
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(3)
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Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on February 3, 2014, and incorporated by reference herein.
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(4)
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Filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on January 27, 2014, and incorporated by reference herein.
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(5)
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Filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No. 001-36297), filed with the SEC on March 4, 2016, and incorporated by reference herein.
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(6)
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Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36297), filed with the SEC on November 10, 2015, and incorporated by reference herein.
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(7)
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Filed as Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K (File No. 001-36297), filed with the SEC on March 4, 2016, and incorporated by reference herein.
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(8)
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Filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193154), filed with the SEC on January 27, 2014, and incorporated by reference herein.
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Exhibit 5.1
Gordon K. Ho
T: +1 650 843 5190
gho@cooley.com
March 4, 2016
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
Ladies and Gentlemen:
We have acted as counsel to Revance Therapeutics, Inc., a Delaware corporation (the “
Company
”), and you have requested our opinion in connection with the filing by 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 1,414,422 shares of the Company’s Common Stock, par value $0.001 per share (the
“
Shares
”
), including (i) 1,131,538 shares of Common Stock pursuant to the Company’s 2014 Equity Incentive Plan (the “
2014 EIP
”), and (ii) 282,884 shares of Common Stock pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “
ESPP
” and together with the 2014 EIP, the “
Plans
”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as currently in effect, the Plans and 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 and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, 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).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Revance Therapeutics, Inc.
March 4, 2016
Page 2
Sincerely,
Cooley LLP
By: ____
/s/ Gordon K. Ho
Gordon K. Ho
3175 HANOVER STREET PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
