As filed with the Securities and Exchange Commission on January 21, 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
Revance Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) | 77-0551645
(I.R.S. Employer
Identification No.) |
7555 Gateway Boulevard
Newark, California 94560
(Address of Principal Executive Offices) | 94560
(Zip Code) |
_____________________________________
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full title of the plan)
_____________________________________
Mark J. Foley
President and Chief Executive Officer
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
(Name and address of agent for service)
(510) 742-3400
(Telephone number, including area code, of agent for service)
_____________________________________
Copies to:
Gordon K. Ho
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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.
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| Large accelerated filer | ý | | 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
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Title of Securities
to be Registered | | Amount to be Registered (1) | | Proposed Maximum Offering Price per Share (2) | | Proposed Maximum Aggregate Offering Price (2) | | Amount of Registration Fee |
| Common Stock, par value $0.001 per share | | | | | | | | |
| – 2014 Equity Incentive Plan | | 2,094,989 | | $ | 22.43 |
| | $ | 46,990,603.27 |
| | $ | 6,099.39 |
|
| – 2014 Employee Stock Purchase Plan | | 300,000 | | $ | 22.43 |
| | $ | 6,729,000.00 |
| | $ | 873.43 |
|
| Total | | 2,394,989 | |
|
| | $ | 53,719,603.27 |
| | $ | 6,972.82 |
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| |
| (1) | Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock. |
| (2) | Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Market on January 17, 2020, in accordance with Rule 457(c) of the Securities Act. |
EXPLANATORY NOTE
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee and non-employee benefit plans set forth herein are effective.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on February 28, 2019 (File No. 333-229977), March 2, 2018 (File No. 333-223433), February 28, 2017 (File No. 333-216342), March 4, 2016 (File No. 333-209949), April 3, 2015 (File No. 333-203235) and February 14, 2014 (File No. 333-193963) relating to the Registrant’s 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan are each incorporated by reference herein.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
The exhibits to this Registration Statement are listed below.
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| Exhibit Number | | Exhibit Description | | Incorporated by Reference to the Company's | | Filed Herewith |
| Form | | File No. | | Exhibit No. | | Filed On |
| 4.1 | | | | 8-K | | 001-36297 | | 3.1 | | February 11, 2014 | | |
| 4.2 | | | | S-1 | | 333-193154 | | 3.4 | | December 31, 2013 | | |
| 4.3 | | | | S-1/A | | 333-193154 | | 4.4 | | February 3, 2014 | | |
| 4.4 | | | | S-1/A | | 333-193154 | | 10.5 | | January 27, 2014 | | |
| 4.5 | | | | 10-K | | 001-36297 | | 10.6 | | March 4, 2016 | | |
| 4.6 | | | | 10-Q | | 001-36297 | | 10.3 | | November 10, 2015 | | |
| 4.7 | | | | 10-K | | 001-36297 | | 10.8 | | March 4, 2016 | | |
| 4.8 | | | | S-1/A | | 333-193154 | | 10.7 | | January 27, 2014 | | |
| 5.1 | | | | | | | | | | | | X |
| 23.1 | | | | | | | | | | | | X |
| 23.2 | | | | | | | | | | | | X |
| 24.1 | | | | | | | | | | | | X |
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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 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 Newark, State of California on January 21, 2020.
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| REVANCE THERAPEUTICS, INC. |
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| By: | /s/ Mark J. Foley |
| | Mark J. Foley |
| | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark J. Foley and Tobin C. Schilke, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including 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, and each of them, 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, 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 below by the following persons in the capacities and on the date indicated.
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| Signatures | | Title | | Date |
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| /s/ Mark J. Foley | | President, Chief Executive Officer and Director | | January 21, 2020 |
| Mark J. Foley | | (Principal Executive Officer) | | |
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| /s/ Tobin C. Schilke | | Chief Financial Officer | | January 21, 2020 |
| Tobin C. Schilke | | (Principal Financial and Accounting Officer) | | |
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| /s/ Angus C. Russell | | Director, Chairman | | January 21, 2020 |
| Angus C. Russell | | | | |
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| /s/ Jill Beraud | | Director | | January 21, 2020 |
| Jill Beraud | | | | |
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| /s/ Robert Byrnes | | Director | | January 21, 2020 |
| Robert Byrnes | | | | |
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| /s/ Julian S. Gangolli | | Director | | January 21, 2020 |
| Julian S. Gangolli | | | | |
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| /s/ Phyllis Gardner | | Director | | January 21, 2020 |
| Phyllis Gardner, M.D. | | | | |
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| /s/ Chris Nolet | | Director | | January 21, 2020 |
| Chris Nolet | | | | |
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| /s/ Philip J. Vickers | | Director | | January 21, 2020 |
| Philip J. Vickers, Ph.D. | | | | |
