As filed with the Securities and Exchange Commission on June 15, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Celator Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-2680869 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
200 PrincetonSouth Corporate Center, Suite 180 Ewing, New Jersey | 08628 | |
| (Address of principal executive offices) | Zip Code |
Celator Pharmaceuticals, Inc.
2013 Equity Incentive Plan
(Full title of the plan)
Scott T. Jackson
Chief Executive Officer
Celator Pharmaceuticals, Inc.
200 PrincetonSouth Corporate Center, Suite 180
Ewing, New Jersey 08628
(609) 243-0123
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
John W. Kauffman, Esq.
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
(215) 979-1227
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered (1)(2) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee(3) | ||||||||||||
Common Stock, $0.001 par value | | 2,745,020 shares | | N/A | $ | 38,598,578.10 | $ | 3,886.88 | ||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the outstanding number of shares of Common Stock. |
| (2) | Represents 2,745,020 additional shares of Common Stock authorized to be issued under the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”). The Registrant previously registered shares available for issuance under the 2013 Plan on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 11, 2014 (Registration No. 333-197368). |
| (3) | Pursuant to Rule 457(h), the maximum aggregate offering price was calculated by adding (i) with respect to 1,540,160 shares issuable upon exercise of outstanding stock options, the weighted average per share exercise price of those options of $1.44 and (ii) with respect to the remaining 1,204,860 shares issuable under the plan, the price of $30.195 per share based on the average of the high and low sale prices for the Registrant’s Common Stock as reported on the NASDAQ Stock Market on June 10, 2016. |
INTRODUCTORY NOTE
This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statement on Form S-8 the Registrant filed on July 11, 2014 with respect to the Registrant’s 2013 Equity Incentive Plan (Registration No. 333-197368).
Item 8. Exhibits.
Exhibit No. | Description of Exhibit | |
| 5.1 | Opinion of Duane Morris LLP | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Duane Morris LLP (included in Exhibit 5.1) | |
| 24.1 | Powers of Attorney (included in signature pages) | |
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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 Ewing, New Jersey on June 15, 2016.
| CELATOR PHARMACEUTICALS, INC. | ||
| /s/ Scott T. Jackson | ||
| Scott T. Jackson | ||
| Chief Executive Officer | ||
Know all men by these presents, that each person whose signature appears below constitutes and appoints Scott T. Jackson and Fred M. Powell, and each or either of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person’s name, place and stead, in any and all capacities to sign any or all amendments or 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 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 such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Scott T. Jackson Scott T. Jackson | Chief Executive Officer and Director (principal executive officer) | June 15, 2016 | ||
/s/ Fred M. Powell Fred M. Powell | Vice President and Chief Financial Officer (principal financial and accounting officer) | June 15, 2016 | ||
/s/ Michael R. Dougherty Michael R. Dougherty | Executive Chairman and Director | June 15, 2016 | ||
/s/ Jean-Pierre Bizzari Jean-Pierre Bizzari | Director | June 15, 2016 | ||
/s/ Richard S. Kollender Richard S. Kollender | Director | June 15, 2016 | ||
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/s/ Joseph M. Lobacki Joseph M. Lobacki | Director | June 15, 2016 | ||
/s/ Joseph A. Mollica Joseph A. Mollica | Director | June 15, 2016 | ||
/s/ Scott Morenstein Scott Morenstein | Director | June 15, 2016 | ||
/s/Nicole Vitullo Nicole Vitullo | Director | June 15, 2016 | ||
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EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
| 5.1 | Opinion of Duane Morris LLP | |
| 23.1 | Consent of Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Duane Morris LLP (included in Exhibit 5.1) | |
| 24.1 | Powers of Attorney (included in signature pages) | |