As filed with the Securities and Exchange Commission on November 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOMARIN PHARMACEUTICAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 68-0397820 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
770 Lindaro Street
San Rafael, CA 94901
(Address of principal executive offices) (Zip code)
BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as Amended April 3, 2023
(Full title of the plan)
G. Eric Davis
Executive Vice President, Chief Legal Officer and Secretary
BioMarin Pharmaceutical Inc.
770 Lindaro Street
San Rafael, California 94901
(415) 506-6700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet
Siana E. Lowrey
Cooley LLP
3 Embarcadero Center
20th Floor
San Francisco, CA 94111-4004
(415) 693-2000
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.
| 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. ☐
EXPLANATORY NOTE
On May 23, 2023, the Registrant’s stockholders approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”) to increase the number of shares of Common Stock reserved for issuance under the 2017 Plan by 14,000,000 shares. Accordingly, this Registration Statement is being filed with the Commission to register an additional 14,000,000 shares of Common Stock for future issuance under the 2017 Plan. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on June 13, 2017 (File No. 333-218695) and subsequent Registration Statements on Form S-8 were filed with the Commission on October 16, 2019 (File No. 333-234231) and on February 17, 2022 (File No. 333-262824) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.
PART II
| ITEM 8. | EXHIBITS |
| * | Filed herewith |
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 Rafael, State of California, on November 2, 2023.
| BIOMARIN PHARMACEUTICAL INC. | ||
| By: | /s/ Brian R. Mueller | |
Brian R. Mueller Executive Vice President and Chief Financial Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jean-Jacques Bienaimé and Brian R. Mueller, 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.
| Signature | Title | Date | ||
/s/ Jean-Jacques Bienaimé Jean-Jacques Bienaimé | Chairman and Chief Executive Officer (Principal Executive Officer) | November 2, 2023 | ||
/s/ Brian R. Mueller Brian R. Mueller | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | November 2, 2023 | ||
/s/ Erin Burkhart Erin Burkhart | Group Vice President, Chief Accounting Officer (Principal Accounting Officer) | November 2, 2023 | ||
/s/ Mark J. Alles Mark J. Alles | Director | November 2, 2023 | ||
/s/ Elizabeth McKee Anderson Elizabeth McKee Anderson | Director | November 2, 2023 | ||
/s/ Willard H. Dere Willard H. Dere | Director | November 2, 2023 | ||
/s/ Elaine J. Heron Elaine J. Heron | Director | November 2, 2023 | ||
/s/ Maykin Ho Maykin Ho | Director | November 2, 2023 | ||
/s/ Robert J. Hombach Robert J. Hombach | Director | November 2, 2023 | ||
/s/ V. Bryan Lawlis V. Bryan Lawlis | Director | November 2, 2023 | ||
/s/ Richard A. Meier Richard A. Meier | Lead Independent Director | November 2, 2023 | ||
/s/ David Pyott David Pyott | Director | November 2, 2023 | ||
/s/ Dennis J. Slamon Dennis J. Slamon | Director | November 2, 2023 | ||
