S-8 1 d144076ds8.htm S-8 S-8

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 registrant’s 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 Company’s 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, from the Company’s proxy statement on Schedule 14A, filed on April 30, 2015;

 

  •   The Company’s 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 Company’s common stock that is contained in the Company’s 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