As filed with the Securities and Exchange Commission on March 22, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ORCHARD THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
England and Wales | Not applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
108 Cannon Street London EC4N 6EU United Kingdom | Not applicable | |
(Address of Principal Executive Offices) | (Zip Code) |
Orchard Therapeutics plc 2018 Share Option and Incentive Plan
Orchard Therapeutics plc 2018 Employee Share Purchase Plan
(Full Title of the Plans)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
(Name and address of agent for service)
+1 212 947 7200
(Telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom Michael H. Bison | Andrew Harrow 100 Cheapside London EC2V 6DY United Kingdom +44 20 7447 4200 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | 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(1) | Amount to be Registered(2) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Ordinary shares, nominal value £0.10 per share | ||||||||
— reserved for issuance pursuant to Registrant’s 2018 Share Option and Incentive Plan | 4,293,278 shares(3) | $15.57 (5) | $66,846,338.46 | $8,101.78 | ||||
— reserved for issuance pursuant to Registrant’s 2018 Employee Share Purchase Plan | 858,656 shares(4) | $13.23 (6) | $11,363,882.83 | $1,377.31 | ||||
Total | 5,151,934 shares | $78,210,221.29 | $9,479.09 | |||||
|
(1) | These shares may be represented by the American Depositary Shares (“ADSs”) of Orchard Therapeutics plc (the “Registrant”). Each ADS represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on FormF-6 (FileNo. 333-227905). |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares. |
(3) | Represents an automatic increase on January 1, 2019 to the number of shares available for issuance under the Registrant’s 2018 Stock Option and Incentive Plan (the “2018 Plan”), pursuant to the terms of the 2018 Plan. Shares available for issuance under the 2018 Plan were previously registered on FormS-8 filed with the Securities and Exchange Commission on October 31, 2018 (RegistrationNo. 333-228067). |
(4) | Represents an automatic increase on January 1, 2019 to the number of shares available for issuance under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”), pursuant to the terms of the 2018 ESPP. Shares available for issuance under the 2018 ESPP were previously registered on FormS-8 filed with the Securities and Exchange Commission on October 31, 2018 (RegistrationNo. 333-228067). |
(5) | The price of $15.57 per share, which is the average of the high and low sale prices of the ADSs of the Registrant as quoted on the Nasdaq Global Select Market on March 15, 2019, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. |
(6) | The price of $13.23 per share, which is 85% of the average of the high and low sale prices of the ADSs of the Registrant as quoted on the Nasdaq Global Select Market on March 15, 2019, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the 2018 ESPP, the purchase price of the shares of Ordinary Shares reserved for issuance thereunder will be 85% of the fair market value of an Ordinary Share on the first trading day of the offering period or on the exercise date, whichever is less. |
EXPLANATORY NOTE
This Registration Statement on FormS-8 relating to the 2018 Stock Option and Incentive Plan and the 2018 Employee Stock Purchase Plan of Orchard Therapeutics plc (the “Registrant”) registers additional securities of the same class as other securities for which a registration statement filed on FormS-8 (SEC File No. 333-228067) of the Registrant is effective. Accordingly, the information contained in the Registrant’s Registration Statement on FormS-8 (SEC File No. 333-228067) filed with the Securities and Exchange Commission on October 31, 2018 is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
(1) | Filed as Exhibit 1.1 to Registrant’s Annual Report on Form20-F (FileNo. 001-38722), filed with the Securities and Exchange Commission on March 22, 2019, and incorporated herein by reference. |
(2) | Filed as Exhibits 2.1 and 2.2 to Registrant’s Annual Report on Form20-F (FileNo. 001-38722), filed with the Securities and Exchange Commission on March 22, 2019, and incorporated herein by reference. |
(3) | Filed as Exhibit 4.3 to Registrant’s Annual Report on Form20-F (FileNo. 001-38722), filed with the Securities and Exchange Commission on March 22, 2019, and incorporated herein by reference. |
(4) | Filed as Exhibit 10.10 to Registrant’s Registration Statement on FormF-1/A (FileNo. 333-227698), filed with the Securities and Exchange Commission on October 23, 2018, and incorporated herein by reference. |
* | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 22nd day of March, 2019.
ORCHARD THERAPEUTICS PLC | ||
By: | /s/ Mark Rothera | |
Mark Rothera | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Mark Rothera and Frank E. Thomas as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Mark Rothera | President, Chief Executive Officer and Director | March 22, 2019 | ||
Mark Rothera | (Principal Executive Officer) | |||
/s/ Frank E. Thomas | Chief Financial Officer and Chief Business Officer | March 22, 2019 | ||
Frank E. Thomas | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ James A. Geraghty | Chairman of the Board of Directors | March 22, 2019 | ||
James A. Geraghty | ||||
/s/ Joanne T. Beck | Director | March 22, 2019 | ||
Joanne T. Beck, Ph.D. | ||||
/s/ Marc Dunoyer | Director | March 22, 2019 | ||
Marc Dunoyer | ||||
/s/ Jon Ellis | Director | March 22, 2019 | ||
Jon Ellis, Ph.D. |
/s/ Bobby Gasper | Director | March 22, 2019 | ||
Bobby Gaspar, M.D., Ph.D. | ||||
/s/ Charles A. Rowland, Jr. | Director | March 22, 2019 | ||
Charles A. Rowland, Jr. | ||||
/s/ Alicia Secor | Director | March 22, 2019 | ||
Alicia Secor | ||||
/s/ Hong Fang Song | Director | March 22, 2019 | ||
Hong Fang Song | ||||
Cogency Global Inc. | ||||
By: /s/ Tais Laureano | Authorized Representative in the United States | March 22, 2019 | ||
Name: Tais Laureano | ||||
Title: Assistant Secretary on behalf of Cogency Global Inc. |