As filed with the Securities and Exchange Commission on June 3, 2004
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corcept Therapeutics Incorporated
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0487658 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Corcept Therapeutics Incorporated
275 Middlefield Road, Suite A
Menlo Park, California 94025
(Address of Principal Executive Offices)
2000 Stock Option Plan
2004 Equity Incentive Plan
(Full title of the plans)
Joseph K. Belanoff, M.D.
Chief Executive Officer
Corcept Therapeutics Incorporated
275 Middlefield Road, Suite A
Menlo Park, California 94025
(Name and address of agent for service)
(650) 327-3270
(Telephone number, including area code, of agent for service)
Copy to:
Kyle Guse
Sarah O’Dowd
Heller Ehrman White & McAuliffe LLP
275 Middlefield Road
Menlo Park, California 94025
(650) 324-7000
(Calculation of Registration Fee on following page)
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be Registered | Amount to be | Proposed Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||
2000 Stock Option Plan | ||||||||||||
Common Stock, $0.001 par value | 728,002 Shares | $ | 6.79 | (2) | $ | 4,943,134 | $ | 626.30 | ||||
2004 Equity Incentive Plan | ||||||||||||
Common Stock, $0.001 par value | 3,000,000 Shares | $ | 9.73 | (3) | $ | 29,190,000 | $ | 3,698.37 | ||||
TOTAL | 3,728,002 Shares | $ | 34,133,134 | $ | 4,324.67 | |||||||
| (1) | This registration statement shall also cover any additional shares of common stock which become issuable under any of the plans being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant’s outstanding shares of common stock. |
| (2) | Computed in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based on the weighted average per share exercise price (rounded to nearest cent) of outstanding options under the referenced plan, the shares issuable under which are registered hereby. |
| (3) | Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation with respect to unissued options is based upon the average high and low sale prices of the common stock as reported on the Nasdaq National Market on May 27, 2004. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference:
(a) The registrant’s prospectus filed on April 14, 2004 pursuant to Rule 424(b) of the Securities Act and forming a part of the registrant’s Registration Statement on Form S-1 (Registration No. 333-112676), which prospectus contains audited financial statements for the registrant’s latest fiscal year for which such statements have been filed.
(b) The registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, as filed with the Commission on May 28, 2004.
(c) The description of the registrant’s common stock contained in the registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) on April 12, 2004, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing such documents.
| Item 4. | Description of Securities.Not applicable. |
| Item 5. | Interests of Named Experts and Counsel. |
The validity of the common stock being offered by this prospectus will be passed upon for us by Heller Ehrman White & McAuliffe LLP, Menlo Park, California. As of the date of this registration statement, Heller Ehrman White & McAuliffe LLP owns 33,750 shares of our common stock and partners of Heller Ehrman White & McAuliffe LLP own an additional 64,441 shares of common stock individually and through an investment limited liability company.
| Item 6. | Indemnification of Directors and Officers. |
The registrant’s Certificate of Incorporation reduces the liability of a director to the corporation or its shareholders for monetary damages for breaches of his or her fiduciary duty of care to the fullest extent permissible under Delaware law. The bylaws of the registrant further provide for indemnification of corporate agents to the maximum extent permitted by the Delaware General Corporation Law. In addition, the registrant has entered into indemnification agreements with its officers and directors.
| Item 7. | Exemption from Registration Claimed.Not applicable. |
| Item 8. | Exhibits. |
Exhibit Number | ||
| 5.1 | Opinion of Heller Ehrman White & McAuliffe LLP | |
| 23.1 | Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1). | |
2
| 23.2 | Consent of Ernst & Young LLP, independent auditors (see p. 8). | |
| 24.1 | Powers of Attorney (see signature page). | |
| 99.1 | 2000 Stock Option Plan. | |
| 99.2 | 2004 Equity Incentive Plan. | |
| Item 9. | Undertakings. |
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) that, for purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as the indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
[Signature Pages Follow]
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Menlo Park, State of California, on June 3, 2004.
Corcept Therapeutics Incorporated | ||
By: | /s/ Joseph K. Belanoff, M.D. | |
Joseph K. Belanoff, M.D. Chief Executive Officer | ||
4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each persons whose signature appears below hereby constitutes and appoints Joseph K. Belanoff and Fred Kurland, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 for 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 his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Joseph K. Belanoff, M.D. Joseph K. Belanoff, M.D. | Chief Executive Officer and Director (Principal Executive Officer) | June 3, 2004 | ||
/s/ Fred Kurland Fred Kurland | Chief Financial Officer (Principal Financial and Accounting Officer) | June 3, 2004 | ||
/s/ James N. Wilson James N. Wilson | Director and Chairman of the Board of Directors | June 3, 2004 | ||
/s/ Alan F. Schatzberg Alan F. Schatzberg | Director | June 3, 2004 | ||
/s/ G. Leonard Baker, Jr. G. Leonard Baker, Jr. | Director | June 3, 2004 | ||
/s/ David B. Singer David B. Singer | Director | June 3, 2004 | ||
/s/ Steven Kapp Steven Kapp | Director | June 3, 2004 | ||
/s/ Alix Marduel, M.D. Alix Marduel, M.D. | Director | June 3, 2004 | ||
/s/ Joseph C. Cook, Jr. Joseph C. Cook, Jr. | Director | June 3, 2004 | ||
5
INDEX TO EXHIBITS
Exhibit Number | ||
| 5.1 | Opinion of Heller Ehrman White & McAuliffe LLP | |
| 23.1 | Consent of Heller Ehrman White & McAuliffe LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Ernst & Young LLP, independent auditors (see p. 8). | |
| 24.1 | Powers of Attorney (see signature page). | |
| 99.1 | 2000 Stock Option Plan. | |
| 99.2 | 2004 Equity Incentive Plan. | |
6
