Sgx Pharmaceuticals, Inc. - Securities Registration: Employee Benefit Plan (S-8)
May 27 2008 - 4:12PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SGX Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1523147
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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10505 Roselle Street
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92121
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San Diego, California
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(Zip Code)
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(Address of Principal Executive Offices)
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2005 Equity Incentive Plan
2005 Employee Stock Purchase Plan
2005 Non-Employee Directors’ Stock Option Plan
(Full title of the plans)
Michael Grey
President and CEO
SGX Pharmaceuticals, Inc.
10505 Roselle Street
San Diego, CA 92121
(Name and address of agent for services)
(858) 558-4850
(Telephone number, including area code, of agent for service)
Copies to:
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Annette North, Esq.
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Frederick T. Muto, Esq.
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General Counsel and
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J. Patrick Loofbourrow, Esq.
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Corporate Secretary
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Cooley Godward Kronish LLP
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SGX Pharmaceuticals, Inc.
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4401 Eastgate Mall
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10505 Roselle Street
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San Diego, CA 92121
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San Diego, CA 92121
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(858) 550-6000
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(858) 558-4850
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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):
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed
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Maximum
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Proposed Maximum
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Title of Each Class of Securities to
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Amount to be
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Offering
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Aggregate
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Amount of
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be Registered
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Registered (1)
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Price per Share (2)
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Offering Price (2)
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Registration Fee
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Common Stock issuable under the
2005 Equity Incentive Plan (par
value $0.001 per share)
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500,000 shares(3)
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$1.355
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$677,500
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$26.63
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Common Stock issuable under the
2005 Employee Stock Purchase Plan
(par value $0.001 per share)
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150,000 shares(4)
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$1.355
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$203,250
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$ 7.98
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Common Stock issuable under the
2005 Non-Employee Directors’ Stock Option Plan
(par value $0.001) per share
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62,500 (5)
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$1.355
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$ 84,688
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$ 3.33
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Total
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712,500 shares
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N/A
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$965,438
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$37.94
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the “
Securities Act
”), this Registration Statement on Form S-8
(“
Registration Statement
”) also registers any additional shares of the
Registrant’s common stock, par value $0.001 per share (the “
Common
Stock
”), as may become issuable under the plans as a result of any
stock split, stock dividend, recapitalization or other similar
transaction.
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(2)
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Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the
Securities Act. The price per share and aggregate offering price are
based upon the average of the high and low prices of the Registrant’s
Common Stock on May 21, 2008, as reported on the Nasdaq Global Market.
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(3)
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Represents shares of Common Stock that were automatically added to the
shares authorized for issuance under the Registrant’s 2005 Equity
Incentive Plan (the “
2005 EIP
”) on January 1, 2008 pursuant to an
“evergreen” provision contained in the 2005 EIP. Pursuant to such
provision, on January 1
st
of each year commencing in 2007
and ending on (and including) January 1, 2015, the number of shares
authorized for issuance under the 2005 EIP is automatically increased
by a number equal to the lesser of (i) three and one half percent
(3
1/2
%) of the total number of shares of Common Stock
outstanding on December 31
st
of the preceding calendar year (rounded
up to the nearest whole share), (ii) 500,000
shares of Common Stock or (iii) an amount determined by the Registrant’s Board of Directors or
a duly authorized committee of the Board of Directors.
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(4)
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Represents shares of Common Stock that were automatically added to the
shares authorized for issuance under the Registrant’s 2005 Employee
Stock Purchase Plan (the “
2005 ESPP
”) on January 1, 2008 pursuant to
an “evergreen” provision contained in the 2005 ESPP. Pursuant to such
provision, on the first day of the Registrant’s fiscal year beginning
in 2007 and ending in (and including) 2015, the number of shares
authorized for issuance under the 2005 ESPP is automatically increased
by a number equal to the lesser of (i) one percent (1%) of the total number
of shares of Common Stock outstanding on December 31
st
of
the preceding year (rounded to the nearest whole share), (ii) 150,000
shares of Common Stock, or (iii) an amount determined by the
Registrant’s Board of Directors or a duly authorized committee of the
Board of Directors.
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(5)
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Represents shares of Common Stock that were automatically added to the
shares authorized for issuance under the Registrant’s 2005
Non-Employee Directors’ Stock Option Plan (the “
Directors’ Plan
”) on
January 1, 2008 pursuant to an “evergreen” provision contained in the
Directors’ Plan. Pursuant to such provision, on the first day of the
Registrant’s fiscal year beginning in 2007 and ending in (and
including) 2015, the number of shares authorized for issuance under
the Directors’ Plan is automatically increased by a number equal to
the lesser of (i) the aggregate number of shares of Common Stock
subject to options granted under the Directors’ Plan as initial grants
and annual grants during the immediately preceding fiscal year, or
(ii) an amount determined by the Registrant’s Board of Directors or a
duly authorized committee of the Board of Directors.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-131428
This 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 benefit plans is effective. The Registrant previously
registered shares of its Common Stock for issuance under the 2005 EIP, the 2005 ESPP and the
Directors’ Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on February 1, 2006 (File No. 333-131428). Pursuant to General Instruction E to Form
S-8, this Registration Statement hereby incorporates by reference the contents of the Registration
Statement referenced above (File No. 333-131428).
TABLE OF CONTENTS
EXHIBITS
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Exhibit
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Number
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Description
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4.1
(1)
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Form of Registrant’s Amended and Restated Certificate of Incorporation.
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4.2
(2)
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Form of Registrant’s Amended and Restated Bylaws.
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4.3
(3)
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Form of Common Stock Certificate of the Registrant.
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5.1
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Opinion of Cooley Godward Kronish 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 Godward Kronish LLP. Reference is made to Exhibit
5.1.
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24.1
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Power of Attorney. Reference is made to the signature page of this
Form S-8.
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99.1
(3)
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2005 Equity Incentive Plan and Form of Stock Option Agreement and Form
of Stock Option Grant Notice thereunder.
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99.2
(4)
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit
Agreement for Executive Officers under the Registrant’s 2005 Equity
Incentive Plan.
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99.3
(3)
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2005 Employee Stock Purchase Plan and Form of Offering Document
thereunder.
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99.4
(5)
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2005 Non-Employee Directors’
Stock Option Plan and Form of Stock Option Agreement and Form of
Stock Option Grant Notice thereunder.
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(1)
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Filed as an exhibit to the Registrant’s Registration Statement on Form
S-1 (File No. 33-128059) filed with the Commission on September 2,
2005, and incorporated herein by reference.
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(2)
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Filed as an exhibit to the Registrant’s Annual Report on Form 10-K
(File No.
000-51745
) for the year ended December 31, 2006 filed with
the Commission on March 30, 2007, and incorporated herein by
reference.
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(3)
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Filed as an exhibit to Amendment No. 4 to the Registrant’s
Registration Statement on Form S-1 (File No. 33-128059) filed with the
Commission on January 4, 2006, and incorporated herein by reference.
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(4)
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Filed as an exhibit to the Registrant’s Annual Report on Form 10-K
(File No. 000-51745) for the year ended December 31, 2005 filed with
the Commission on March 31, 2006, and incorporated herein by
reference.
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(5)
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Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q
(File No. 000-51745) filed with the Commission on August 14, 2007, and incorporated herein by
reference.
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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 San Diego, State of California, on May
27, 2008.
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SGX PHARMACEUTICALS, INC.
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By:
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/s/ Michael Grey
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Michael Grey
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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 TODD MYERS and MICHAEL GREY, and each 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 either of
them, or their or his 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 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/ Michael Grey
Michael Grey
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President, Chief Executive Officer and
Member of the Board of Directors
(Principal Executive Officer)
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May 27, 2008
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/s/ Todd Myers
Todd Myers, C.P.A.
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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May 27, 2008
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/s/ Christopher S. Henney
Christopher S. Henney, Ph.D., D.Sc.
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Chairman of the Board of Directors
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May 27, 2008
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/s/ Louis C. Bock
Louis C. Bock
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Member of the Board of Directors
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May 27, 2008
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/s/ Karin Eastham
Karin Eastham, C.P.A.
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Member of the Board of Directors
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May 27, 2008
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Jean-Francois Formela, M.D.
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Member of the Board of Directors
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May 27, 2008
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/s/ Joseph Turner
Joseph Turner
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Member of the Board of Directors
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May 27, 2008
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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4.1
(1)
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Form of Registrant’s Amended and Restated Certificate of Incorporation.
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4.2
(2)
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Form of Registrant’s Amended and Restated Bylaws.
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4.3
(3)
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Form of Common Stock Certificate of the Registrant.
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5.1
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Opinion of Cooley Godward Kronish 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 Godward Kronish LLP. Reference is made to Exhibit 5.1.
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24.1
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Power of Attorney. Reference is made to the signature page of this Form S-8.
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99.1
(3)
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2005 Equity Incentive Plan and Form of Stock Option Agreement and Form of
Stock Option Grant Notice thereunder.
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99.2
(4)
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Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit
Agreement for Executive Officers under the Registrant’s 2005 Equity
Incentive Plan.
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99.3
(3)
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2005 Employee Stock Purchase Plan and Form of Offering Document thereunder.
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99.4
(5)
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2005 Non-Employee Directors’
Stock Option Plan and Form of Stock Option Agreement and Form of
Stock Option Grant Notice thereunder.
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(1)
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Filed as an exhibit to the Registrant’s Registration Statement on Form
S-1 (File No. 33-128059) filed with the Commission on September 2,
2005, and incorporated herein by reference.
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(2)
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Filed as an exhibit to the Registrant’s Annual Report on Form 10-K
(File No.
000-51745
) for the year ended December 31, 2006 filed with
the Commission on March 30, 2007, and incorporated herein by
reference.
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(3)
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Filed as an exhibit to Amendment No. 4 to the Registrant’s
Registration Statement on Form S-1 (File No. 33-128059) filed with the
Commission on January 4, 2006, and incorporated herein by reference.
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(4)
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Filed as an exhibit to the Registrant’s Annual Report on Form 10-K
(File No. 000-51745) for the year ended December 31, 2005 filed with
the Commission on March 31, 2006, and incorporated herein by
reference.
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(5)
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Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q
(File No. 000-51745) filed with the Commission on August 14, 2007, and incorporated herein by
reference.
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