S-8 1 rare-s8.htm S-8 rare-s8.htm

 

As filed with the Securities and Exchange Commission on February 21, 2018

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________________

 

Ultragenyx Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

____________________________________

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

27-2546083
(I.R.S. Employer
Identification No.)

60 Leveroni Court
Novato, CA 94949
(Address of principal executive offices, including Zip Code)

 

2014 Incentive Plan

2014 Employee Stock Purchase Plan
(Full title of the plan)

Emil D. Kakkis, M.D., Ph.D.

President and Chief Executive Officer

Ultragenyx Pharmaceutical Inc.

60 Leveroni Court
Novato, CA 94949

(415) 483-8800
(Name, address and telephone number, including area code, of agent for service)

_____________________________________

with copies to:

 

Karah Parschauer

Executive Vice President and General Counsel

Ultragenyx Pharmaceutical Inc.

60 Leveroni Court

Novato, CA 94949

Telephone: (415) 483-8800

Facsimile: (415) 483-8810

Ryan A. Murr, Esq.
Sean Sullivan, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105-0921
Telephone: (415) 393-8200
Facsimile: (415) 393-8306

 

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 12b-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. o

 

CALCULATION OF REGISTRATION FEE

 

Title of

securities to be registered

Amount to be registered (1)

Proposed maximum offering price

per share

Proposed maximum aggregate

offering price

Amount of registration fee

Common stock, $0.001 par value per share (“Common Stock”)

 

 

 

 

-Reserved for future issuance under the 2014 Incentive Plan (as amended, the “2014 Plan”)

2,041,863

$47.54 (2)

$97,070,167

$12,085.24

-Reserved for future issuance under the 2014 Employee Stock Purchase Plan (as amended, the “ESPP”)

510,465

$40.41 (3)

$20,627,891

$2,568.18

Total

2,552,328

 

 

$14,653.42

 

(1)

 

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock that become issuable under the 2014 Plan and the ESPP by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which would result in an increase in the number of outstanding shares of Common Stock.  In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

 

 

 

(2)

 

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 15, 2018.

 

 

 

(3)

 

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on 85% of the average of the high and low sale prices of the Common Stock, as quoted on The Nasdaq Global Select Market, on February 15, 2018. Pursuant to the ESPP, the purchase price of a share of Common Stock is 85% of the fair market value of the Common Stock.

 

 

 

 

 

 

 

 

 


EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers additional shares of Common Stock to be issued pursuant to the 2014 Plan and the ESPP. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-194773, 333-201843, 333-209729, and 333-216110), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

See the Exhibit Index included in this registration statement, which is incorporated into this Item 8 by reference.

 


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 Novato, State of California, on February 21, 2018.

 

 

 

 

 

 

ULTRAGENYX PHARMACEUTICAL INC.
 

 

 

By:  

 /s/ Emil D. Kakkis

 

 

 

Emil D. Kakkis, M.D., Ph.D.

 

 

 

President and Chief Executive Officer 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Emil D. Kakkis, M.D., Ph.D. and Shalini Sharp, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 of Ultragenyx Pharmaceutical Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

Title

Date

 

 

 

/s/ Emil D. Kakkis

Director, President and Chief Executive Officer

February 21, 2018

Emil D. Kakkis, M.D., Ph.D.

(Principal Executive Officer)

 

 

 

 

/s/ Shalini Sharp

Executive Vice President and Chief Financial Officer

February 21, 2018

Shalini Sharp

(Principal Financial Officer)

 

 

 

 

/s/ Theodore A. Huizenga

Vice President and Corporate Controller

February 21, 2018

Theodore A. Huizenga

(Principal Accounting Officer)

 

 

 

 

/s/ Daniel G. Welch

Chairman of the Board

February 21, 2018

Daniel G. Welch

 

 

 

 

 

/s/ William Aliski

Director

February 21, 2018

William Aliski

 

 

 

 

 

/s/ Deborah Dunsire

Director

February 21, 2018

Deborah Dunsire, M.D.

 

 

 

 

 

/s/ Matthew K. Fust

Director

February 21, 2018

Matthew K. Fust

 

 

 

 

 

/s/ Lars Ekman

Director

February 21, 2018

Lars Ekman, M.D., Ph.D.

 

 

 

 

 

/s/ Michael Narachi

Director

February 21, 2018

Michael Narachi

 

 

 

 

 

/s/ Clay B. Siegall

Director

February 21, 2018

Clay B. Siegall, Ph.D.

 

 

 

 

 

 

 

 

 


 

 

 

 

Exhibit Index