As filed with the Securities and Exchange Commission on April 30, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
| | |
| Ireland | | Not Applicable |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
Connaught House, 1st Floor 1 Burlington Road, Dublin 4, D04 C5Y6, Ireland | | Not Applicable |
| (Address of Principal Executive Offices) | | (Zip Code) |
Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan
(Full title of the plan)
Timothy P. Walbert
Chairman, President and Chief Executive Officer
Horizon Therapeutics plc
c/o Horizon Therapeutics USA, Inc.
1 Horizon Way
Deerfield, Illinois 60015
(224) 383-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lynda Kay Chandler, Esq.
Sean M. Clayton, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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.
| | | | | | |
| 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)(2) | | Proposed maximum offering price per share (3) | | Proposed maximum aggregate offering price (3) | | Amount of registration fee |
Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan Ordinary Shares, nominal value $0.0001 per share | | 7,000,000 shares | | $94.18 | | $659,260,000.00 | | $71,925.27 |
|
|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional ordinary shares of the Registrant (the “Ordinary Shares”) that become issuable under the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding Ordinary Shares. |
| (2) | Consists of 7,000,000 additional Ordinary Shares available for issuance under the 2020 Plan pursuant to an amendment to the 2020 Plan approved by the Registrant’s shareholders on April 29, 2021. Ordinary Shares issuable under the 2020 Plan were previously registered on a Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission on May 1, 2020 (File No. 333-237978). |
| (3) | This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Ordinary Shares on April 29, 2021, as reported on The Nasdaq Global Select Market. |
