As filed with the Securities and Exchange Commission on July 31, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NOVELION THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada |
| N/A |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
(Address, including zip code, of registrant’s principal executive offices)
Amended and Restated Novelion 2017 Equity Incentive Plan
(Full title of the Plan)
Benjamin Harshbarger
General Counsel and Secretary
Novelion Therapeutics Inc.
887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
(604) 707-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Paul M. Kinsella |
| Janet Grove |
Zachary R. Blume |
| Norton Rose Fulbright LLP |
Ropes & Gray LLP |
| 1800 – 510 West Georgia Street |
Prudential Tower |
| Vancouver, British Columbia |
800 Boylston Street |
| Canada V6B 0M3 |
Boston, MA 02199-3600 |
| (604) 641-4824 |
(617) 951-7000 |
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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 12b2 of the Exchange Act.
Large accelerated filer o |
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| Accelerated filer x |
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Non-accelerated filer o |
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| Smaller reporting company o |
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| Emerging growth companyo |
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. o
CALCULATION OF REGISTRATION FEE
Title of |
| Amount |
| Proposed |
| Proposed |
| Amount of | |||
Common shares, without par value, under the Amended and Restated Novelion 2017 Equity Incentive Plan (the “2017 Novelion Plan”) |
| 1,800,000(2) |
| $ | 9.16(3) |
| $ | 16,488,000.00 |
| $ | 1,910.96 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers an indeterminate number of securities that may become issuable under the 2017 Novelion Plan described herein as a result of a stock dividend, market split or other recapitalization.
(2) Represents common shares (“Common Shares”) of Novelion Therapeutics Inc. (the “Registrant”) reserved for issuance in respect of future awards under the 2017 Novelion Plan. For more details, please see the explanatory note following this page.
(3) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on a price of $9.16 per share, which represents the average of the high and low sales prices per Common Share as reported on The NASDAQ Stock Market on July 27, 2017.
(4) Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $115.90 per $1,000,000 of the proposed aggregate offering price.
EXPLANATORY NOTE
This Registration Statement has been filed to register an additional 1,800,000 Common Shares to be offered pursuant to the 2017 Novelion Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s previously filed Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 5, 2016 (Registration No. 333-214907) are hereby incorporated herein by reference to the extent not otherwise amended or superseded by the contents hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The list of exhibits filed as part of this Registration Statement is set forth in the Exhibit Index immediately preceding the exhibits hereto and is incorporated herein by reference.
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 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 Toronto in Ontario, Canada, on July 31, 2017.
| NOVELION THERAPEUTICS INC. | |
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| By: | /s/ Mary Szela |
| Name: | Mary Szela |
| Title: | Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Mary Szela, Chief Executive Officer and Director, Gregory Perry, Chief Financial and Administrative Officer, and Benjamin Harshbarger, General Counsel and Secretary, and each of them, any of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents 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, including pre-effective and post-effective amendments, to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, 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 persons in the capacities indicated on the 31st day of July, 2017.
Signature |
| Title |
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| Chief Executive Officer and Director |
/s/ Mary Szela |
| (Principal Executive Officer) |
Mary Szela |
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| Chief Financial and Administrative Officer |
/s/ Gregory Perry |
| (Principal Financial Officer) |
Gregory Perry |
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| President and Chief Accounting Officer, Aegerion |
/s/ Barbara Chan |
| Pharmaceuticals, Inc. (Principal Accounting Officer) |
Barbara Chan |
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/s/ Jason Aryeh |
| Director |
Jason Aryeh |
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Signature |
| Title |
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/s/ Mark Corrigan |
| Director |
Mark Corrigan |
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/s/ Geoffrey Cox |
| Director |
Geoffrey Cox |
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/s/ Kevin Kotler |
| Director |
Kevin Kotler |
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/s/ John Orloff |
| Director |
John Orloff |
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/s/ Jorge Plutzky |
| Director |
Jorge Plutzky |
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/s/ Stephen Sabba |
| Director |
Stephen Sabba |
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/s/ Donald Stern |
| Director |
Donald Stern |
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/s/ John C. Thomas, Jr. |
| Director |
John C. Thomas, Jr. |
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EXHIBIT INDEX
Exhibit |
| Description |
| Location |
3.1 |
| Articles of the Registrant, dated May 25, 2005. |
| Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 1, 2005. |
4.1 |
| Specimen Common Share Certificate of the Registrant. |
| Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 16, 2016. |
4.2 |
| Indenture, dated August 15, 2014, by and between Aegerion Pharmaceuticals, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 2.00% Convertible Senior Notes Due 2019. |
| Exhibit 4.1 to Aegerion Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the Commission on August 15, 2014. |
4.3 |
| Amended and Restated Supplemental Indenture, dated May 8, 2017, by and among Aegerion Pharmaceuticals, Inc., the Registrant, and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the 2.00% Convertible Senior Notes Due 2019. |
| Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 9, 2016. |
5.1 |
| Opinion of Norton Rose Fulbright LLP. |
| Filed herewith. |
23.1 |
| Consent of Deloitte LLP, independent registered public accounting firm. |
| Filed herewith. |
23.2 |
| Consent of Norton Rose Fulbright LLP. |
| Included in Exhibit 5.1. |
24 |
| Power of Attorney. |
| Contained on signature page. |
99.1 |
| Amended and Restated Novelion 2017 Equity Incentive Plan. |
| Filed herewith. |