As filed with the Securities and Exchange Commission on August 3, 2022
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 | 98-1195602 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 70 St. Stephen’s Green | ||
| Dublin 2, D02 E2X4, 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.
Chadwick L. Mills, Esq.
Christina T. Roupas, 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. ☐
REGISTRATION OF ADDITIONAL SECURITIES
Horizon Therapeutics Public Limited Company (the “Registrant”) has prepared this Registration Statement on Form S-8 (this “S-8 Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, to register 4,800,000 additional ordinary shares of the Registrant (the “Ordinary Shares”) issuable under the Horizon Therapeutics Public Limited Company Amended and Restated 2020 Equity Incentive Plan (the “2020 Plan”), pursuant to an increase in the number of Ordinary Shares reserved for issuance under the 2020 Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
This S-8 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 of the Registrant on Form S-8 relating to the same benefit plan is effective.
The Registrant previously registered Ordinary Shares for issuance under the 2020 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on May 1, 2020 (File No. 333-237978) and April 30, 2021 (File No. 333-255671). Pursuant to General Instruction E to Form S-8, this S-8 Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
| ITEM 8. | EXHIBITS. |
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 Dublin, Ireland, on August 3, 2022.
| HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | ||
| By: | /s/ Timothy P. Walbert | |
| Timothy P. Walbert | ||
| Chairman, President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy P. Walbert and Aaron L. Cox, and each of them, as his or her true and lawful attorney-in-fact and agent, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 either of them, or their or his 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 by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Timothy P. Walbert Timothy P. Walbert | Chairman, President and Chief Executive Officer (Principal Executive Officer and Authorized Representative in the United States) | August 3, 2022 | ||
/s/ Aaron L. Cox Aaron L. Cox | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 3, 2022 | ||
/s/ Miles W. McHugh Miles W. McHugh | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | August 3, 2022 | ||
/s/ William F. Daniel William F. Daniel | Director | August 3, 2022 | ||
/s/ Michael Grey Michael Grey | Director | August 3, 2022 | ||
/s/ Jeff Himawan, Ph.D. Jeff Himawan, Ph.D. | Director | August 3, 2022 | ||
/s/ Susan Mahony, Ph.D. Susan Mahony, Ph.D. | Director | August 3, 2022 | ||
/s/ Gino Santini Gino Santini | Director | August 3, 2022 | ||
/s/ James Shannon, M.D. James Shannon, M.D. | Director | August 3, 2022 | ||
/s/ H. Thomas Watkins H. Thomas Watkins | Director | August 3, 2022 | ||
/s/ Pascale Witz Pascale Witz | Director | August 3, 2022 | ||
