0001104659-14-043658.txt : 20140623 0001104659-14-043658.hdr.sgml : 20140623 20140603160546 ACCESSION NUMBER: 0001104659-14-043658 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140603 DATE AS OF CHANGE: 20140603 EFFECTIVENESS DATE: 20140603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mirati Therapeutics, Inc. CENTRAL INDEX KEY: 0001576263 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 462693615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-196487 FILM NUMBER: 14887551 BUSINESS ADDRESS: STREET 1: 9363 TOWNE CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (514) 337-3333 MAIL ADDRESS: STREET 1: 9363 TOWNE CENTRE DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 S-8 1 a14-14310_1s8.htm S-8

As filed with the Securities and Exchange Commission on June 3, 2014

Registration No. 333-     

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

MIRATI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

46-2693615

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

9363 Towne Centre Drive, Suite 200

San Diego, California 92121

(858) 332-3410

(Address of Principal Executive Offices)

 


 

Mirati Therapeutics, Inc. 2013 Equity Incentive Plan

(Full titles of the plan)

 


 

Charles M. Baum, M.D., Ph.D.

President and Chief Executive Officer

Mirati Therapeutics, Inc.

9363 Towne Centre Drive, Suite 200

San Diego, California 92121

(858) 332-3410

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

Thomas A. Coll, Esq.

Sean M. Clayton, Esq.

Cooley LLP

4401 Eastgate Mall

San Diego, California 92121

Tel: (858) 550-6000

 


 

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

o

 

Accelerated filer

o

 

 

 

 

 

Non-accelerated filer

o

(Do not check if a smaller reporting company)

Smaller reporting company

x

 


 

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

 

2013 Equity Incentive Plan
Common Stock, $0.001 par value per share

 

900,000 shares(2)

 

$

21.06

(3)

$

18,954,000

(3)

$

2,441.28

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (the “Common Stock”) that become issuable under the Mirati Therapeutics, Inc. 2013 Equity Incentive Plan (the “2013 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)

Represents shares that were added to the 2013 EIP pursuant to a share reserve increase approved by the Registrant’s stockholders on May 21, 2014.

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act.  The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on May 29, 2014, as reported on the Nasdaq Capital Market.

 

 

 



 

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION

STATEMENT ON FORM S-8 NO. 333-189965

 

This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plan is effective.  This Registration Statement on Form S-8 registers the offer and sale of an additional 900,000 shares of the Registrant’s common stock for issuance under the Mirati Therapeutics, Inc. 2013 Equity Incentive Plan (the “2013 EIP”).  The Registrant previously registered shares of its common stock for issuance under the 2013 EIP on a registration statement on Form S-8 filed on July 15, 2013 (File No. 333-189965) (the “Prior Registration Statement”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.

 

ITEM 8.                        EXHIBITS.

 

Exhibit
Number

 

Description

4.1

(1)

 

Amended and Restated Certificate of Incorporation of the Registrant.

 

 

 

 

4.2

(2)

 

Bylaws of the Registrant.

 

 

 

 

4.3

(3)

 

Form of Common Stock Certificate of the Registrant.

 

 

 

 

5.1

 

 

Opinion of Cooley LLP.

 

 

 

 

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.2

 

 

Consent of Cooley LLP. Reference is made to Exhibit 5.1.

 

 

 

 

24.1

 

 

Power of Attorney. Reference is made to the signature page hereto.

 

 

 

 

99.1

(4)

 

2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.

 


(1)              Previously filed as Exhibit 3.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(2)              Previously filed as Exhibit 3.2 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921) originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(3)              Previously filed as Exhibit 4.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(4)              Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 23, 2014 and incorporated herein 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 San Diego, State of California, on June 3, 2014.

 

 

MIRATI THERAPEUTICS, INC.

 

 

 

 

 

By:

/s/ Charles M. Baum, M.D., Ph.D.

 

 

Charles M. Baum, 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 constitutes and appoints Charles M. Baum and Mark J. Gergen, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 either 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/ Charles M. Baum, M.D., Ph.D.

 

President, Chief Executive Officer and Member of the Board of Directors

 

June 3, 2014

Charles M. Baum, M.D., Ph.D.

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Mark J. Gergen

 

Executive Vice President and Chief Operating Officer

 

June 3, 2014

Mark J. Gergen

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Jamie A. Donadio

 

Vice President of Finance

 

June 3, 2014

Jamie A. Donadio

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Rodney W. Lappe, Ph.D.

 

Chairman of the Board of Directors

 

June 3, 2014

Rodney W. Lappe, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Henry J. Fuchs, M.D.

 

Member of the Board of Directors

 

June 3, 2014

Henry J. Fuchs, M.D.

 

 

 

 

 

 

 

 

 

/s/ Craig Johnson

 

Member of the Board of Directors

 

June 3, 2014

Craig Johnson

 

 

 

 

 

 

 

 

 

/s/ William R. Ringo

 

Member of the Board of Directors

 

June 3, 2014

William R. Ringo

 

 

 

 

 



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

4.1

(1)

 

Amended and Restated Certificate of Incorporation of the Registrant.

 

 

 

 

4.2

(2)

 

Bylaws of the Registrant.

 

 

 

 

4.3

(3)

 

Form of Common Stock Certificate of the Registrant.

 

 

 

 

5.1

 

 

Opinion of Cooley LLP.

 

 

 

 

23.1

 

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

23.2

 

 

Consent of Cooley LLP. Reference is made to Exhibit 5.1.

 

 

 

 

24.1

 

 

Power of Attorney. Reference is made to the signature page hereto.

 

 

 

 

99.1

(4)

 

2013 Equity Incentive Plan and Form of Stock Option Agreement and Form of Stock Option Grant Notice thereunder.

 


(1)              Previously filed as Exhibit 3.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(2)              Previously filed as Exhibit 3.2 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(3)              Previously filed as Exhibit 4.1 to the Registrant’s General Form for Registration of Securities on Form 10 (File No. 001-35921), originally filed with the Commission on May 10, 2013, as amended, and incorporated herein by reference.

(4)              Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 23, 2014 and incorporated herein by reference.

 


EX-5.1 2 a14-14310_1ex5d1.htm EX-5.1

Exhibit 5.1

 

Sean M. Clayton

T: +1 858 550 6034

sclayton@cooley.com

 

June 3, 2014

 

Mirati Therapeutics, Inc.

9363 Towne Centre Drive, Suite 200

San Diego, CA 92121

 

Ladies and Gentlemen:

 

You have requested our opinion, as counsel to Mirati Therapeutics, Inc., a Delaware corporation (the “Company”), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to 900,000 shares of the Company’s Common Stock, $0.001 par value (the Shares), issuable pursuant to the Company’s 2013 Equity Incentive Plan (the Plan).

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Plan, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are 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 the 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.

 

Sincerely,

 

Cooley LLP

 

 

By:

 /s/

Sean M. Clayton

 

 

Sean M. Clayton

 

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

 


EX-23.1 3 a14-14310_1ex23d1.htm EX-23.1

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining the 2013 Equity Incentive Plan of Mirati Therapeutics, Inc. of our report dated March 17, 2014, with respect to the consolidated financial statements of Mirati Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

 

 

Montreal, Canada

/s/ Ernst & Young LLP(1)

June 3, 2014

 

 


(1)CPA auditor, CA, public accountancy permit no. A120254