As filed with the Securities and Exchange Commission on July 29, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
United Therapeutics Corporation
(Exact Name of Registrant as Specified in the Charter)
Delaware | 52-1984749 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1040 Spring Street Silver Spring, MD |
20910 | |
(Address of principal executive offices) | (Zip Code) |
UNITED THERAPEUTICS CORPORATION
2015 STOCK INCENTIVE PLAN
(Full title of the plan)
Paul A. Mahon, Executive Vice President and General Counsel
United Therapeutics Corporation
1040 Spring Street
Silver Spring, MD 20910
(301) 608-9292
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Stephen I. Glover, Esq. Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036 (202) 955-8500 | John S. Hess, Jr., Esq. Executive Vice President and Deputy General Counsel United Therapeutics Corporation 1735 Connecticut Avenue, N.W. Washington, D.C. 20009 (202) 483-7000 |
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 x | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company ¨ |
Emerging growth company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered (1) | Amount to be Registered (2) | Proposed Maximum Offering Price Per Share (3) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee |
Common Stock, par value $0.01 per share | 500,000 shares | $113.31 | $56,655,000 | $7,353.82 |
(1) | This Registration Statement relates to the equity awards that may be issued under the amendment and restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan (the “Plan”). |
(2) | Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), of United Therapeutics Corporation that may be issued under the Plan as a result of any stock dividend, stock split, recapitalization or other similar transactions. |
(3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (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 Common Stock as reported on the NASDAQ Global Select Market for July 22, 2020. |
INTRODUCTION
This Registration Statement on Form S-8 is being filed by United Therapeutics Corporation, a Delaware corporation (the “Company” or the “Registrant”), in accordance with General Instruction E to Form S-8 relating to 500,000 shares of Common Stock, issuable to eligible individuals under the Plan, which 500,000 shares are in addition to (a) 6,150,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-205309) filed with the Securities and Exchange Commission on June 29, 2015, (b) 2,900,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-225942) filed with the Securities and Exchange Commission on June 28, 2018, and (c) 450,000 shares of Common Stock previously registered on the Registrant’s Registration Statement on Form S-8 (No. 333-232906) filed with the Securities and Exchange Commission on July 31, 2019, in each case together with all exhibits filed therewith or incorporated therein by reference ((a),(b) and (c) collectively, the “Prior Registration Statements”). Except as supplemented by the information set forth herein, the contents of the Prior Registration Statements are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits |
* Filed herewith
[SIGNATURES ON THE NEXT PAGE]
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Pursuant to the requirements of the Securities Act, the Company 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 District of Columbia, on this 29 day of July, 2020.
UNITED THERAPEUTICS CORPORATION | ||
By: | /s/ Paul A. Mahon | |
Paul A. Mahon | ||
Executive Vice President and General Counsel |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Martine A. Rothblatt, Ph.D., James C. Edgemond and Paul A. Mahon, and each of them, with full power of substitution and full power to act without the others, his or her true and lawful attorney-in-fact and agent, to act for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8, any and all amendments (including post-effective amendments) to this Registration Statement and any subsequent registration statement the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Securities Act to register additional awards, and to file this Registration Statement and any subsequent registration statement and all amendments thereto, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do, and hereby ratifies and confirms all his said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
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Name | Title | Date | |
/s/ Martine A. Rothblatt | Chairman and Chief Executive Officer | ||
Martine A. Rothblatt, Ph.D. | (Principal Executive Officer) | July 29, 2020 | |
/s/ James C. Edgemond | Chief Financial Officer and Treasurer | July 29, 2020 | |
James C. Edgemond | (Principal Financial Officer and Principal Accounting Officer) | ||
/s/ Christopher Causey | Director | July 29, 2020 | |
Christopher Causey | |||
/s/ Raymond Dwek | Director | July 29, 2020 | |
Raymond Dwek | |||
/s/ Richard Giltner | Director | July 29, 2020 | |
Richard Giltner | |||
/s/ Katherine Klein | Director | July 29, 2020 | |
Katherine Klein | |||
/s/ Ray Kurzweil | Director | July 29, 2020 | |
Ray Kurzweil | |||
/s/ Nilda Mesa | Director | July 29, 2020 | |
Nilda Mesa | |||
/s/ Judy Olian | Director | July 29, 2020 | |
Judy Olian | |||
/s/ Christopher Patusky | Director | July 29, 2020 | |
Christopher Patusky | |||
/s/ Louis Sullivan | Director | July 29, 2020 | |
Louis Sullivan | |||
/s/ Tommy Thompson | Director | July 29, 2020 | |
Tommy Thompson |
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