As filed with the Securities and Exchange Commission on March 14, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ZAFGEN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 20-3857670 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Zafgen, Inc.
175 Portland Street, 4th Floor
Boston, Massachusetts 02114
(617)622-4003
(Address of Principal Executive Offices)
Zafgen, Inc. 2014 Stock Option and Incentive Plan
(Full Title of the Plans)
Jeffrey Hatfield
Chief Executive Officer
Zafgen, Inc.
175 Portland Street, 4th Floor
Boston, Massachusetts 02114
(Name and Address of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Danielle Lauzon, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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 | Amount to be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share | 1,491,488 shares (2) | $2.89 (3) | $4,310,400.32 | $522.42 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement onForm S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Zafgen, Inc. (the “Registrant”), which become issuable under the Registrant’s 2014 Stock Option and Incentive Plan (the “Plan”) 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) | Represents an automatic increase to the number of shares available for issuance under the Plan, effective January 1, 2019. Shares available for issuance under the Plan were previously registered on registration statements on FormS-8 filed with the Securities and Exchange Commission on June 19, 2014 (RegistrationNo. 333-196900), June 12, 2015 (RegistrationNo. 333-204931), March 15, 2016 (RegistrationNo. 333-210216), March 10, 2017 (RegistrationNo. 333-216602), and March 9, 2018 (RegistrationNo. 333-223561). |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as quoted on the Nasdaq Global Select Market, on March 13, 2019. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 registers additional shares of Common Stock under the Registrant’s 2014 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2015, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Compensation Committee of the Registrant’s Board of Directors. Accordingly, on January 1, 2019, the number of shares of Common Stock reserved and available for issuance under the plan increased by 1,491,488. This Registration Statement registers these additional 1,491,488 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statement filed on FormS-8 (RegistrationNos. 333-196900,333-204931,333-210216,333-216602, and333-223561) on June 19, 2014, June 12, 2015, March 15, 2016, March 10, 2017 and March 9, 2018 are effective. The information contained in the Registrant’s registration statements on FormS-8 (RegistrationNos. 333-196900,333-204931,333-210216,333-216602, and333-223561) is hereby incorporated by reference pursuant to General Instruction E.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | Filed herewith. |
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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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 14th day of March, 2019.
ZAFGEN, INC. | ||
By: | /s/ Jeffrey Hatfield | |
Jeffrey Hatfield Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Jeffrey Hatfield and Patricia L. Allen as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-in-fact and agent 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 any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Jeffrey Hatfield Jeffrey Hatfield | Chief Executive Officer and Director (Principal Executive Officer) | March 14, 2019 | ||
/s/ Patricia L. Allen Patricia L. Allen | Chief Financial Officer (Principal Financial and Accounting Officer) | March 14, 2019 | ||
/s/ Peter Barrett Peter Barrett, Ph.D. | Chairman of the Board of Directors | March 14, 2019 | ||
/s/ Thomas O. Daniel Thomas O. Daniel, M.D. | Director | March 14, 2019 | ||
/s/ Wendy Everett Wendy Everett Sc.D. | Director | March 14, 2019 | ||
/s/ Robert J. Perez Robert J. Perez | Director | March 14, 2019 | ||
/s/ John L. LaMattina John L. LaMattina, Ph.D. | Director | March 14, 2019 | ||
/s/ Cameron Geoffrey McDonough Cameron Geoffrey McDonough, M.D. | Director | March 14, 2019 | ||
/s/ Frank E. Thomas Frank E. Thomas | Director | March 14, 2019 |
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