S-8 1 tm246267d1_s8.htm FORM S-8

 

As filed with the Securities and Exchange Commission on February 16, 2024

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

 

 

Blueprint Medicines Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   26-3632015

(State or other jurisdiction

of incorporation)

  (I.R.S. Employer
Identification No.)
     

45 Sidney Street

Cambridge, Massachusetts

  02139
(Address of principal executive offices)   (Zip Code)

 

2015 Stock Option and Incentive Plan

2015 Employee Stock Purchase Plan

(Full titles of the plans)

 

Kathryn Haviland

President and Chief Executive Officer

Blueprint Medicines Corporation

45 Sidney Street

Cambridge, Massachusetts 02139

(Name and address of agent for service)

 

(617) 374-7580

(Telephone number, including area code, of agent for service)

 

Please send copies of all communications to:

Kingsley L. Taft, Esq.

Danielle M. Lauzon, Esq.

Yasin Akbari, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

 

 

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 x

Non-accelerated filer ¨

Accelerated filer ¨

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. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 relating to the 2015 Stock Option and Incentive Plan (as amended, the “2015 Plan”) and the 2015 Employee Stock Purchase Plan (as amended, the “2015 ESPP”) of Blueprint Medicines Corporation (the “Registrant”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement on Form S-8 incorporates by reference the contents of (i) the Registration Statement on Form S-8 (File No. 333-203749) filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2015 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (ii) the Registration Statement on Form S-8 (File No. 333-210125) filed with the SEC on March 11, 2016 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (iii) the Registration Statement on Form S-8 (File No. 333-216575) filed with the SEC on March 9, 2017 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (iv) the Registration Statement on Form S-8 (File No. 333-223131) filed with the SEC on February 21, 2018 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (v) the Registration Statement on Form S-8 (File No. 333-229885) filed with the SEC on February 26, 2019 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (vi) the Registration Statement on Form S-8 (File No. 333-236421) filed with the SEC on February 13, 2020 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (vii) the Registration Statement on Form S-8 (File No. 333-253215) filed with the SEC on February 17, 2021 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (viii) the Registration Statement on Form S-8 (File No. 333-262800) filed with the SEC on February 17, 2022 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (ix) the Registration Statement on Form S-8 (File No. 333-269844) filed with the SEC on February 17, 2023 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, in each case, except for “Item 8. Exhibits” with respect to which the Exhibit Index set forth below is incorporated herein by reference.

 

 

 

 

EXHIBIT INDEX

                       
        Incorporated by Reference      
Exhibit
Number
  Description of Exhibit   Form   File No.   Exhibit
Number
  Filing Date  
3.1   Fifth Amended and Restated Certificate of Incorporation of the Registrant   10-Q   001-37359   3.1   November 9, 2015  
                       
3.2   Amended and Restated Bylaws, as amended on November 30, 2022, of the Registrant   8-K   001-37359   3.1   December 6, 2022  
                       
4.1   Specimen Common Stock Certificate   S-1/A   333-202938   4.1   April 20, 2015  
                       
5.1   Opinion of Goodwin Procter LLP, counsel to the Registrant               *  
                       
23.1   Consent of Ernst & Young LLP, an independent registered public accounting firm               *  
                       
23.2   Consent of Goodwin Procter LLP (included in Exhibit 5.1)               *  
                       
24.1   Power of attorney (included on the signature pages of this registration statement)               *  
                       
99.1   2015 Stock Option and Incentive Plan and forms of award agreements thereunder   10-K   001-37359   10.2   February 13, 2020  
                       
99.2   2015 Employee Stock Purchase Plan   10-K   001-37359   10.3   February 13, 2020  
                       
107   Filing Fee Exhibit               *  

 

 

* Filed herewith. 

 

 

 

 

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 Cambridge, Commonwealth of Massachusetts, on this 16th day of February, 2024.

 

  BLUEPRINT MEDICINES CORPORATION
   
  By: /s/ Kathryn Haviland​ ​
    Kathryn Haviland
    President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Blueprint Medicines Corporation, hereby severally constitute and appoint Kathryn Haviland and Michael Landsittel, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Blueprint Medicines Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

 

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/ Kathryn Haviland   President and Chief Executive Officer   February 16, 2024
Kathryn Haviland   (Principal Executive Officer)    

 

/s/ Michael Landsittel

 

 

Chief Financial Officer

 

 

February 16, 2024

Michael Landsittel   (Principal Financial Officer)    
         
/s/ Ariel Hurley   Senior Vice President, Finance   February 16, 2024
Ariel Hurley   (Principal Accounting Officer)    

 

/s/ Jeffrey W. Albers

 

 

Chairman of the Board of Directors

 

 

February 16, 2024

Jeffrey W. Albers        

 

/s/ Daniella Beckman

 

 

Director

 

 

February 16, 2024

Daniella Beckman        

 

/s/ Alexis Borisy

 

 

Director

 

 

February 16, 2024

Alexis Borisy        

 

/s/ Lonnel Coats

 

 

Director

 

 

February 16, 2024

Lonnel Coats        

 

/s/ Habib Dable

 

 

Director

 

 

February 16, 2024

Habib Dable        

 

/s/ Mark Goldberg

 

 

Director

 

 

February 16, 2024

Mark Goldberg, M.D.        

 

/s/ Nicholas Lydon

 

 

Director

 

 

February 16, 2024

Nicholas Lydon, Ph.D.        

 

/s/ Lynn Seely

 

 

Director

 

 

February 16, 2024

Lynn Seely, M.D.        

 

/s/ John Tsai

 

 

Director

 

 

February 16, 2024

John Tsai, M.D.