As filed with the Securities and Exchange Commission on March 18, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Nightstar Therapeutics plc
(Exact name of registrant as specified in its charter)
|
|
|
|
|
England and Wales
|
|
98-1413750
|
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
10 Midford Place, 2
nd
Floor
London W1T 5BJ
United
Kingdom
(Address of principal executive offices) (Zip code)
2017 Equity Incentive Plan
(Full title of the plan)
Bryan Yoon, Esq.
Nightstar, Inc.
203
Crescent Street, Suite 303
Waltham, Massachusetts 02453
+1
781-786-8300
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copies to:
|
|
|
|
|
Brian A. Johnson
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250
Greenwich Street
New York, New York 10007
+1 212 230 8800
|
|
Jonathan King
Osborne Clarke LLP
One
London Wall
London EC2Y 5EB
United Kingdom
+44 20
7105 7000
|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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.
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☒
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered(1)
|
|
Amount
to be
Registered(2)
|
|
Proposed
Maximum
Offering Price
Per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Ordinary shares, nominal value £0.01 per share
|
|
2,574,384 shares (3)
|
|
$25.42 (4)
|
|
$65,440,841.28 (4)
|
|
$7,931.43
|
|
|
|
|
|
(1)
|
These ordinary shares, nominal value £0.01 per share (“Ordinary Shares”), may be represented by
the American Depositary Shares (“ADSs”) of Nightstar Therapeutics plc (the “Registrant”), each of which represents one Ordinary Share. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have
been registered under a separate registration statement on Form
F-6
(File
No. 333-220343).
|
|
(2)
|
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), 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.
|
|
(3)
|
Consists of (i) additional Ordinary Shares reserved under the 2017 Equity Plan (the “2017 Plan”)
as a result of the automatic increase in shares reserved under the 2017 Plan on January 1, 2018 (1,156,188 shares) and January 1, 2019 (1,341,348 shares) pursuant to the terms thereof and (ii) 76,848 shares added to the 2017 Plan due to
expirations and forfeitures of equity awards.
|
|
(4)
|
Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of
calculating the registration fee, and is based upon the price of $25.42 per ADS, which was the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market on March 13, 2019.
|