As filed with the Securities and Exchange Commission on February 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERUS N.V.
(Exact Name of Registrant as Specified in Its Charter)
| The Netherlands | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Uppsalalaan 17
3584 CT Utrecht
The Netherlands
(Address of Principal Executive Offices) (Zip Code)
Merus N.V. 2016 Incentive Award Plan
(Full Title of the Plan)
Sven (Bill) Ante Lundberg
c/o Merus US, Inc.
139 Main St. Suite 302
Cambridge, Massachusetts 02142
(Name and Address of Agent for Service)
+1 (617) 401-4499
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Peter N. Handrinos Latham & Watkins LLP 200 Clarendon Street Boston, MA 02116 (617) 948-6060 | Paul van der Bijl NautaDutilh N.V. Beethovenstraat 400 1082 PR Amsterdam The Netherlands +31 20 717 1000 |
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. ☐
PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 9,534,386 common shares, nominal value €0.09 per share, of Merus N.V. (the “Registrant”) that may become issuable under the Merus N.V. 2016 Incentive Award Plan, as amended. A Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 (File Nos. 333-211497, 333-230708 and 333-254345) filed with the Securities and Exchange Commission, relating to the 2016 Plan, are incorporated by reference herein.
Item 8. Exhibits.
| + | Filed herewith |
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 Newton, Massachusetts, on February 28, 2024.
| MERUS N.V. | ||
| By: | /s/ Sven (Bill) Ante Lundberg | |
Sven (Bill) Ante Lundberg President and Chief Executive Officer | ||
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints Sven A. Lundberg and Gregory D. Perry, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement and any other registration statement for 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 and about the premises 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
/s/ Sven (Bill) Ante Lundberg Sven (Bill) Ante Lundberg | President, Chief Executive Officer and Director (principal executive officer) | February 28, 2024 | ||
/s/ Gregory D. Perry Gregory D. Perry | Chief Financial Officer (principal financial officer) | February 28, 2024 | ||
/s/ Harry Shuman Harry Shuman | Chief Accounting Officer (principal accounting officer) | February 28, 2024 | ||
/s/ Anand Mehra Anand Mehra | Chairman of the Board of Directors | February 28, 2024 | ||
/s/ Maxine Gowen Maxine Gowen | Director | February 28, 2024 | ||
/s/ Mark T. Iwicki Mark T. Iwicki | Director | February 28, 2024 | ||
/s/ Len Kanavy Len Kanavy | Director | February 28, 2024 | ||
/s/ Paolo Pucci Paolo Pucci | Director | February 28, 2024 | ||
/s/ Victor Sandor Victor Sandor | Director | February 28, 2024 | ||
SIGNATURE OF AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of MERUS N.V. has signed this registration statement in the City of Newton, Massachusetts, the United States of America on February 28, 2024.
| Authorized U.S. Representative |
/s/ Sven (Bill) Ante Lundberg |
| Sven (Bill) Ante Lundberg |
