As filed with the Securities and Exchange Commission on February 26, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Medivation, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 13-3863260 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
525 Market Street, 36th Floor
San Francisco, CA 94105
(Address of principal executive offices) (Zip Code)
Medivation, Inc. Amended and Restated 2004 Equity Incentive Award Plan
(Full title of the plan)
Richard A. Bierly
Chief Financial Officer
Medivation, Inc.
525 Market Street, 36th Floor
San Francisco, CA 94105
(415) 543-3470
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey
Brett D. White
COOLEY LLP
101 California Street, 5th Floor
San Francisco, CA 94111
(415) 693-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated Filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price per Share(3) |
Proposed Maximum Aggregate Offering Price(3) |
Amount of Registration Fee | ||||
Common Stock (par value $0.01 per share) |
5,400,000 | $32.045 | $173,043,000 | $17,426 | ||||
Rights to Purchase Series C Junior Participating Preferred Stock |
5,400,000 | (2) | (2) | (2) | ||||
| ||||||||
|
(1) | Consists of shares of registrants common stock, par value $0.01 per share (Common Stock), issuable pursuant to the Amended and Restated 2004 Equity Incentive Award Plan, and associated rights to purchase Series C Junior Participating Preferred Stock (the Purchase Rights). Pursuant to Rule 416(a), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Amended and Restated 2004 Equity Incentive Award Plan, and associated Purchase Rights, 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 Common Stock. |
(2) | Purchase Rights are attached to the shares of Common Stock to be issued but do not trade separately from the shares of Common Stock until a triggering event. No additional offering price attaches to these rights. |
(3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act of 1933, as amended. The proposed maximum aggregated offering price per share and proposed maximum aggregate offering price are calculated based on the average of the high and low prices of Common Stock as reported on The NASDAQ Global Select Market on February 18, 2016. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers the offer and sale of 5,400,000 shares of Common Stock of Medivation, Inc. for issuance pursuant to the Medivation, Inc. Amended and Restated 2004 Equity Incentive Award Plan (the Plan), and associated rights to purchase Series C Junior Participating Preferred Stock (the Purchase Rights). The contents of the prior Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on April 4, 2006 (File No. 333-132983), January 30, 2009 (File No. 333-157051), March 12, 2013 (File No. 333-187203), August 8, 2013 (File No. 333-190482), and November 6, 2014 (File No. 333-199946), relating to the Plan are incorporated herein by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Medivation, Inc. (the Company) with the Securities and Exchange Commission (the Commission) are incorporated by reference into this registration statement:
| The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 26, 2016; |
| The information specifically incorporated in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, from the Companys proxy statement on Schedule 14A, filed on April 30, 2015; |
| The Companys Current Report on Form 8-K filed on January 11, 2016 (other than Item 7.01 and related exhibit), and February 23, 2016; and |
| The description of the Companys common stock that is contained in the Companys registration statement on Form 8-A/A, filed with the Commission on March 16, 2007, including any amendments or reports filed for the purpose of updating such description. |
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
EXHIBITS
Exhibit | Incorporated By Reference | Filed | ||||||||||
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith | ||||||
4.1 | Restated Certificate of Incorporation | 8-K | 001-32836 | 3.4 | 10/17/2013 | |||||||
4.2 | Certificate of Amendment to Amended and Restated Certificate of Designation of Series C Junior Participating Preferred Stock of Medivation, Inc. | 8-K | 001-32836 | 3.1 | 2/13/2015 | |||||||
4.3 | Certificate of Amendment of Restated Certificate of Incorporation | 8-K | 001-32836 | 3.1 | 6/19/2015 | |||||||
4.4 | Amended and Restated Bylaws | 8-K | 001-32836 | 3.2 | 2/13/2015 | |||||||
4.5 | Common Stock Certificate | 10-Q | 001-32836 | 4.1 | 5/9/2012 | |||||||
5.1 | Opinion of Cooley LLP | X | ||||||||||
23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | X | ||||||||||
23.2 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
24.1 | Power of Attorney (included on signature page) | X | ||||||||||
99.1 | Amended and Restated 2004 Equity Incentive Award Plan | DEF 14A | 001-32836 | Annex A | 4/30/2015 |
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 San Francisco, State of California, on February 26, 2016.
MEDIVATION, INC. | ||
By: |
/S/ RICHARD A. BIERLY | |
Richard A. Bierly | ||
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David T. Hung, Richard A. Bierly and Andrew Powell, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ DAVID T. HUNG, M.D. David T. Hung, M.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 26, 2016 | ||
/S/ RICHARD A. BIERLY Richard A. Bierly |
Chief Financial Officer (Principal Financial Officer) |
February 26, 2016 | ||
/S/ TSELI LILY YANG Tseli Lily Yang |
Vice President, Finance and Accounting (Principal Accounting Officer) |
February 26, 2016 | ||
/S/ KIM D. BLICKENSTAFF Kim D. Blickenstaff |
Director |
February 26, 2016 | ||
/S/ KATHRYN E. FALBERG Kathryn E. Falberg |
Director |
February 26, 2016 | ||
/S/ MICHAEL L. KING Michael L. King |
Director |
February 26, 2016 |
/S/ C. PATRICK MACHADO C. Patrick Machado |
Director |
February 26, 2016 | ||
/S/ DAWN SVORONOS Dawn Svoronos |
Director |
February 26, 2016 | ||
/S/ W. ANTHONY VERNON W. Anthony Vernon |
Director |
February 26, 2016 | ||
/S/ WENDY L. YARNO Wendy L. Yarno |
Director |
February 26, 2016 |
EXHIBIT INDEX
Exhibit | Incorporated By Reference | Filed | ||||||||||
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith | ||||||
4.1 | Restated Certificate of Incorporation | 8-K | 001-32836 | 3.4 | 10/17/2013 | |||||||
4.2 | Certificate of Amendment to Amended and Restated Certificate of Designation of Series C Junior Participating Preferred Stock of Medivation, Inc. | 8-K | 001-32836 | 3.1 | 2/13/2015 | |||||||
4.3 | Certificate of Amendment of Restated Certificate of Incorporation | 8-K | 001-32836 | 3.1 | 6/19/2015 | |||||||
4.4 | Amended and Restated Bylaws | 8-K | 001-32836 | 3.2 | 2/13/2015 | |||||||
4.5 | Common Stock Certificate | 10-Q | 001-32836 | 4.1 | 5/9/2012 | |||||||
5.1 | Opinion of Cooley LLP | X | ||||||||||
23.1 | Consent of Cooley LLP (included in Exhibit 5.1) | X | ||||||||||
23.2 | Consent of Independent Registered Public Accounting Firm | X | ||||||||||
24.1 | Power of Attorney (included on signature page) | X | ||||||||||
99.1 | Amended and Restated 2004 Equity Incentive Award Plan | DEF 14A | 001-32836 | Annex A | 4/30/2015 |
Exhibit 5.1
Kenneth L. Guernsey
T: +1 415 693 2091
kguernsey@cooley.com
February 25, 2016
Medivation, Inc.
525 Market Street, 36th Floor
San Francisco, CA 94105
Ladies and Gentlemen:
We have acted as counsel to Medivation, Inc. (the Company), a Delaware corporation, and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 5,400,000 shares of the Companys Common Stock, par value $0.01 per share (the Shares), pursuant to the Companys Amended and Restated 2004 Equity Incentive Plan (the Plan).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus included therein, the Companys Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plan and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY LLP
By: | /s/ Kenneth L. Guernsey | |
Kenneth L. Guernsey |
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2016, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting which appears in Medivation, Inc.s Annual Report on Form 10-K for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP |
PricewaterhouseCoopers LLP |
San Jose, CA |
February 26, 2016 |