- Securities Registration: Employee Benefit Plan (S-8)
20 Julho 2009 - 9:04AM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on July 20, 2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLOS
THERAPEUTICS, INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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54-1655029
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(State of
Incorporation)
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(I.R.S. Employer
Identification No.)
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11080 CirclePoint Road, Suite 200
Westminster, Colorado 80020
(Address of principal executive offices)
Allos Therapeutics, Inc. 2008 Equity
Incentive Plan
(
Full title of the plan)
Paul L. Berns
President and Chief Executive Officer
11080 CirclePoint Road, Suite 200
Westminster, Colorado 80020
(Name and address of agent for service) (Telephone
number, including area code, of agent for service)
Copies to:
James C. T. Linfield, Esq.
Brent D. Fassett, Esq.
COOLEY GODWARD KRONISH LLP
380 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(720) 566-4000
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
o
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Accelerated
filer
x
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Non-accelerated
filer
o
(Do not check if a smaller reporting
company)
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Smaller
reporting company
o
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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
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Amount
of
Registration
Fee
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Common Stock (par value
$0.001 per share), including related
rights to purchase Series A Junior Participating Preferred Stock
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5,750,000 shares
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$
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7.53
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$
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43,297,500
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$
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2,416.00
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as
amended (the “Securities Act”), this Registration Statement shall also cover
any additional shares of the Registrant’s Common Stock that become issuable
under the plans as set forth herein by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without receipt
of consideration that increases the number of outstanding shares of the
Registrant’s Common Stock.
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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(h). The price per share and aggregate offering price are based
upon the average of the high and low prices of Registrant’s Common Stock on
July 13, 2009 as reported on the NASDAQ Global Market.
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EXPLANATORY
NOTE
This Registration Statement on Form S-8 is being filed for the
purpose of registering an additional 5,750,000 shares of the Registrant’s
Common Stock to be issued pursuant to the Registrant’s 2008 Equity Incentive
Plan, as amended.
INCORPORATION
BY REFERENCE OF CONTENTS OF
REGISTRATION
STATEMENT ON FORM S-8 NO. 333-151882
Allos Therapeutics, Inc. is hereby registering 5,750,000
additional shares of its common stock for issuance under its 2008 Equity
Incentive Plan. The contents of Registration
Statement on Form S-8 No. 333-151882 filed with the Securities and
Exchange Commission on June 24, 2008 are incorporated by reference herein.
EXHIBITS
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Incorporated by Reference
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Exhibit
No.
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Description
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Form
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Filing
Date
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Number
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Filed
Herewith
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3.01
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Amended and
Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.1
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3.02
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Certificate of
Designations of Series A Junior Participating Preferred Stock.
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8-K
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7/20/2009
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3.2
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3.03
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Certificate of
Amendment to Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.3
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3.04
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Amended and
Restated Bylaws of Allos Therapeutics, Inc.
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8-K
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6/25/2007
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3.04
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3.05
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Certificate of
Amendment to the Certificate of Designations of Series A Junior
Participating Preferred Stock.
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8-K
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7/20/2009
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3.4
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4.01
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Form of
Common Stock Certificate.
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S-1/A
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3/17/2000
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4.01
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4.03
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Rights Agreement
dated May 6, 2003 between Allos and Mellon Investor Services LLC.
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8-K
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5/9/2003
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99.2
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4.04
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Form of
Rights Certificate.
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8-K
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5/9/2003
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99.3
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4.05
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Amendment to
Rights Agreement dated March 4, 2005 between Allos and Mellon Investor
Services LLC.
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8-K
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3/4/2005
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4.06
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4.06
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Amendment to
Rights Agreement dated January 29, 2007 between Allos and Mellon
Investor Services LLC.
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8-K
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1/30/2007
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4.1
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4.07
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Amendment to
Rights Agreement dated July 17, 2009
between Allos and Mellon Investor Services LLC.
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8-K
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7/20/2009
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4.1
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5.1
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Opinion of
Cooley Godward Kronish LLP.
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X
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23.1
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Consent of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of
Cooley Godward Kronish LLP is contained in Exhibit 5.1 to this
Registration Statement.
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24.1
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Powers of
Attorney are included on the signature page hereto.
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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 Westminster, State of Colorado, on July 20,
2009.
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ALLOS
THERAPEUTICS, INC.
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By:
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/s/ Paul L.
Berns
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Paul L. Berns
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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 Paul L. Berns and Marc H. Graboyes, and each or
any one of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his 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 might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any 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, 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/ Stephen J.
Hoffman
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Chairman of the
Board of Directors
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July 20,
2009
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STEPHEN J.
HOFFMAN, PH.D., M.D.
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/s/ Paul L.
Berns
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Director,
President and Chief Executive Officer (Principal Executive Officer)
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July 20,
2009
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PAUL L. BERNS
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/s/ David C.
Clark
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Vice President,
Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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July 20,
2009
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DAVID C. CLARK
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/s/ Michael D.
Casey
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Director
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July 20,
2009
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MICHAEL D. CASEY
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/s/ Stewart Hen
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Director
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July 20,
2009
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STEWART HEN
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/s/ Jeffrey R.
Latts
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Director
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July 20,
2009
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JEFFREY R.
LATTS, M.D.
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/s/ Jonathan S.
Leff
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Director
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July 20,
2009
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JONATHAN S. LEFF
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/s/ Timothy P.
Lynch
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Director
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July 20,
2009
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TIMOTHY P. LYNCH
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/s/ David M.
Stout
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Director
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July 20,
2009
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DAVID M. STOUT
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EXHIBIT INDEX
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Incorporated by Reference
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Exhibit
No.
|
|
Description
|
|
Form
|
|
Filing
Date
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Number
|
|
Filed
Herewith
|
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3.01
|
|
Amended and
Restated Certificate of Incorporation.
|
|
8-K
|
|
7/20/2009
|
|
3.1
|
|
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|
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|
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3.02
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Certificate of
Designations of Series A Junior Participating Preferred Stock.
|
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8-K
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7/20/2009
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3.2
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3.03
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Certificate of
Amendment to Restated Certificate of Incorporation.
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8-K
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7/20/2009
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3.3
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3.04
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Amended and
Restated Bylaws of Allos Therapeutics, Inc.
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8-K
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6/25/2007
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3.04
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3.05
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Certificate of
Amendment to the Certificate of Designations of Series A Junior
Participating Preferred Stock.
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8-K
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7/20/2009
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3.4
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4.01
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Form of
Common Stock Certificate.
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S-1/A
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3/17/2000
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4.01
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4.03
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Rights Agreement
dated May 6, 2003 between Allos and Mellon Investor Services LLC.
|
|
8-K
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5/9/2003
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|
99.2
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4.04
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Form of
Rights Certificate.
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8-K
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5/9/2003
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99.3
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4.05
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Amendment to
Rights Agreement dated March 4, 2005 between Allos and Mellon Investor
Services LLC.
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|
8-K
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3/4/2005
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4.06
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4.06
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Amendment to
Rights Agreement dated January 29, 2007 between Allos and Mellon
Investor Services LLC.
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8-K
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1/30/2007
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4.1
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4.07
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Amendment to
Rights Agreement dated July 17, 2009
between Allos and Mellon Investor Services LLC.
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8-K
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7/20/2009
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4.1
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5.1
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Opinion of
Cooley Godward Kronish LLP.
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X
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23.1
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Consent of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of
Cooley Godward Kronish LLP is contained in Exhibit 5.1 to this
Registration Statement.
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24.1
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Powers of
Attorney are included on the signature page hereto.
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