As filed with the Securities and Exchange Commission on March 10, 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
TOKAI PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware | | 20-1000967 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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225 State Street, 6th Floor Boston, Massachusetts | | 02109 |
| (Address of Principal Executive Offices) | | (Zip Code) |
2014 Stock Incentive Plan
(Full Title of the Plan)
Jodie P. Morrison
President and Chief Executive Officer
Tokai Pharmaceuticals, Inc.
255 State Street, 6th floor
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
(617) 225-4305
(Telephone Number, Including Area Code, of Agent for Service)
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 of the Exchange Act.
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| Large accelerated filer | | ¨ | | Accelerated filer | | x |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
CALCULATION OF REGISTRATION FEE
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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 | | 903,885 shares | | $6.44 (2) | | $5,821,020 (2) | | $586.18 |
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| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on March 9, 2015. |
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan (the “2014 Plan”) of Tokai Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-200413, filed with the Securities and Exchange Commission on November 20, 2014 by the Registrant relating to the 2014 Plan and (ii) the Registration Statement on Form S-8, File No. 333-203032, filed with the Securities and Exchange Commission on March 26, 2015 by the Registrant relating to the 2014 Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.
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 Boston, Commonwealth of Massachusetts, on this 10th day of March, 2016.
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| TOKAI PHARMACEUTICALS, INC. |
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| By: | | /s/ Jodie P. Morrison |
| | Jodie P. Morrison |
| | President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Tokai Pharmaceuticals, Inc., hereby severally constitute and appoint Jodie P. Morrison, Lee H. Kalowski and Gerald E. Quirk, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Tokai Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature | | Title | | Date |
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/s/ Jodie P. Morrison Jodie P. Morrison | | President, Chief Executive Officer and Director (Principal Executive Officer) | | March 10, 2016 |
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/s/ Lee H. Kalowski Lee H. Kalowski | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 10, 2016 |
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/s/ Seth L. Harrison Seth L. Harrison | | Chairman of the Board | | March 10, 2016 |
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/s/ Timothy J. Barberich Timothy J. Barberich | | Director | | March 10, 2016 |
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/s/ Stephen Buckley, Jr. Stephen Buckley, Jr. | | Director | | March 10, 2016 |
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/s/ Cheryl L. Cohen Cheryl L. Cohen | | Director | | March 10, 2016 |
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/s/ David A. Kessler David A. Kessler | | Director | | March 10, 2016 |
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/s/ Joseph A. Yanchik, III Joseph A. Yanchik, III | | Director | | March 10, 2016 |
EXHIBIT INDEX
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Exhibit
Number | | Description |
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| 4.1(1) | | Restated Certificate of Incorporation of the Registrant |
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| 4.2(2) | | Amended and Restated Bylaws of the Registrant |
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| 5.1 | | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant |
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| 23.1 | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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| 23.2 | | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
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| 24.1 | | Power of attorney (included on the signature page of this registration statement) |
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| 99.1(3) | | 2014 Stock Incentive Plan |
| (1) | Previously filed with the Securities and Exchange Commission on September 26, 2014 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36620) and incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission on September 26, 2014 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36620) and incorporated herein by reference. |
| (3) | Previously filed with the Securities and Exchange Commission on September 2, 2014 as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-198052), and incorporated herein by reference. |
