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As filed with the Securities and Exchange Commission on February 5, 2008 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
MannKind Corporation
(Exact name of registrant as specified in its charter)
Delaware | 13-3607736 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
28903 North Avenue Paine
Valencia, California 91355
(Address of principal executive offices)
Valencia, California 91355
(Address of principal executive offices)
2004 Equity Incentive Plan
(Full title of the plans)
(Full title of the plans)
Alfred E. Mann
Chief Executive Officer and Chairman
MannKind Corporation
28903 North Avenue Paine
Valencia, California 91355
Tel: (661) 775-5300
Fax: (661) 775-2080
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Executive Officer and Chairman
MannKind Corporation
28903 North Avenue Paine
Valencia, California 91355
Tel: (661) 775-5300
Fax: (661) 775-2080
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David Thomson, Esq. MannKind Corporation 28903 North Avenue Paine Valencia, California 91355 Tel: (661) 775-5300 Fax: (661) 775-2080 | D. Bradley Peck, Esq. Ethan E. Christensen, Esq. Cooley Godward Kronish llp 4401 Eastgate Mall San Diego, California 92121 Tel: (858) 550-6000 Fax: (858) 550-6420 |
CALCULATION OF REGISTRATION FEE
Title of each | Proposed Maximum | Proposed Maximum | ||||||||||||
Class of Securities | Amount to be | Offering | Aggregate | Amount of | ||||||||||
to be Registered | Registered (1) | Price per Share (2) | Offering Price (2) | Registration Fee | ||||||||||
Common Stock issuable under the 2004 Equity Incentive Plan (par value $0.01 per share) | 5,000,000 shares | $7.37 | $36,850,000 | $1,448.21 | ||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or the Act, this Registration Statement shall also cover any additional shares of our Common Stock that may become issuable under the 2004 Equity Incentive Plan, or 2004 EIP, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of our Common Stock. | |
(2) | This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the 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 our Common Stock on January 28, 2008, as reported on the Nasdaq Global Market. |
TABLE OF CONTENTS
Item 8. Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 99.1 |
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INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8 NO. 333-117811, NO. 333-127876 and NO. 333-137332
STATEMENTS ON FORM S-8 NO. 333-117811, NO. 333-127876 and NO. 333-137332
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant previously registered shares of its Common Stock for issuance under the 2004 EIP, under Registration Statements on Form S-8 filed with the Securities and Exchange Commission, or SEC, on July 30, 2004 (File No. 333-117811), August 26, 2005 (File No. 333-127876) and September 15, 2006 (File No. 333-137332). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
Item 8. Exhibits.
Exhibit | ||
Number | ||
4.1 | Amended and Restated Certificate of Incorporation. (1) | |
4.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. (2) | |
4.3 | Amended and Restated Bylaws. (3) | |
4.4 | Form of Common Stock Certificate. (1) | |
5.1 | Opinion of Cooley Godward Kronishllp. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Cooley Godward Kronishllp is contained in Exhibit 5.1 to this Registration Statement. | |
24.1 | Power of Attorney is contained on the signature pages. | |
99.1 | MannKind Corporation 2004 Equity Incentive Plan. | |
99.2 | Form of Stock Option Agreement under the MannKind Corporation 2004 Equity Incentive Plan. (4) | |
99.3 | Form of Phantom Stock Award Agreement under the 2004 Equity Incentive Plan. (5) |
(1) | Filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-115020) as amended, originally filed with the Commission on April 30, 2004, and incorporated herein by reference. | |
(2) | Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference. | |
(3) | Filed as an exhibit to our Current Report on Form 8-K dated November 19, 2007, and incorporated herein by reference. | |
(4) | Filed as an exhibit to our Current Report on Form 8-K dated May 31, 2006, and incorporated herein by reference. | |
(5) | Filed as an exhibit to our Current Report on Form 8-K dated December 14, 2005, and incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Act, 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 Valencia, State of California on February 1, 2008.
MannKind Corporation | ||||
By: | /s/ Alfred E. Mann | |||
Alfred E. Mann | ||||
Chief Executive Officer and Chairman | ||||
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Hakan S. Edstrom, Richard L. Anderson and David Thomson, and each of them, as 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 to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Alfred E. Mann | Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | February 1, 2008 | ||
/s/ Hakan S. Edstrom | President, Chief Operating Officer and Director | February 1, 2008 | ||
/s/ Richard L. Anderson | Corporate Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | February 1, 2008 | ||
/s/ A. E. Cohen | Director | February 1, 2008 | ||
/s/ Ronald Consiglio | Director | February 1, 2008 | ||
/s/ Michael Friedman, M.D. | Director | February 1, 2008 | ||
/s/ Kent Kresa | Director | February 1, 2008 | ||
/s/ David MacCallum | Director | February 1, 2008 | ||
/s/ Heather Hay Murren | Director | February 1, 2008 | ||
/s/ Henry L. Nordhoff | Director | February 1, 2008 |
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EXHIBIT INDEX
Exhibit | ||
Number | ||
4.1 | Amended and Restated Certificate of Incorporation. (1) | |
4.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation. (2) | |
4.3 | Amended and Restated Bylaws. (3) | |
4.4 | Form of Common Stock Certificate. (1) | |
5.1 | Opinion of Cooley Godward Kronishllp. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Cooley Godward Kronishllp is contained in Exhibit 5.1 to this Registration Statement. | |
24.1 | Power of Attorney is contained on the signature pages. | |
99.1 | MannKind Corporation 2004 Equity Incentive Plan. | |
99.2 | Form of Stock Option Agreement under the MannKind Corporation 2004 Equity Incentive Plan. (4) | |
99.3 | Form of Phantom Stock Award Agreement under the 2004 Equity Incentive Plan. (5) |
(1) | Filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-115020) as amended, originally filed with the Commission on April 30, 2004, and incorporated herein by reference. | |
(2) | Filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and incorporated herein by reference. | |
(3) | Filed as an exhibit to our Current Report on Form 8-K dated November 19, 2007, and incorporated herein by reference. | |
(4) | Filed as an exhibit to our Current Report on Form 8-K dated May 31, 2006, and incorporated herein by reference. | |
(5) | Filed as an exhibit to our Current Report on Form 8-K dated December 14, 2005, and incorporated herein by reference. |