As filed with the Securities and Exchange Commission on September 30, 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
DURATA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 27-1247903 | |
| (State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification No.) | |
| 200 S. Wacker Drive, Suite 2550 Chicago, Illinois |
60606 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Amended and Restated 2012 Stock Incentive Plan
(Full Title of the Plan)
Paul R. Edick
Chief Executive Officer
Durata Therapeutics, Inc.
200 S. Wacker Drive, Suite 2550
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 219-7000
(Telephone number, including area code, of agent for service)
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 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.01 par value per share |
3,000,000 shares | $13.15(2) | $39,450,000(2) | $5,082 | ||||
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| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on September 26, 2014. |
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the Amended and Restated 2012 Stock Incentive Plan of Durata Therapeutics, Inc. (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 incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-184311, filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2012 by the Registrant, relating to the Registrant’s Stock Incentive Plan, as amended, and 2012 Stock Incentive Plan and (ii) the Registration Statement on Form S-8, File No. 333-194729, filed with the SEC on March 21, 2014 by the Registrant, relating to the Registrant’s 2012 Stock Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is 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 Chicago, State of Illinois, on this 30th day of September, 2014.
| DURATA THERAPEUTICS, INC. | ||
| By: | /s/ Paul R. Edick | |
| Paul R. Edick | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Durata Therapeutics, Inc., hereby severally constitute and appoint Paul R. Edick and Corey N. Fishman, and each of them singly, our true and lawful attorneys with full power to them, and 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 subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Durata Therapeutics, Inc. 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Paul R. Edick Paul R. Edick |
Chief Executive Officer and Director (Principal Executive Officer) |
September 30, 2014 | ||
| /s/ Corey N. Fishman Corey N. Fishman |
Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
September 30, 2014 | ||
| /s/ Nicole Vitullo Nicole Vitullo |
Director | September 30, 2014 | ||
| /s/ Paul A. Friedman, M.D. Paul A. Friedman, M.D. |
Director | September 30, 2014 | ||
| /s/ Brenton K. Ahrens Brenton K. Ahrens |
Director | September 30, 2014 | ||
| /s/ Richard U. De Schutter Richard U. De Schutter |
Director | September 30, 2014 | ||
| /s/ Kevin C. O’Boyle Kevin C. O’Boyle |
Director | September 30, 2014 | ||
| /s/ Lisa M. Giles Lisa M. Giles |
Director | September 30, 2014 | ||
| /s/ J. Martin Carroll J. Martin Carroll |
Director | September 30, 2014 | ||
| /s/ Wendy L. Yarno Wendy L. Yarno |
Director | September 30, 2014 | ||
INDEX TO EXHIBITS
| Number |
Description | |
| 4.1(1) | Restated Certificate of Incorporation of the Registrant | |
| 4.2(1) | Amended and Restated By-laws of the Registrant | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of KPMG LLP, independent registered public accounting firm for the Registrant | |
| 24.1 | Power of Attorney (included on the signature pages of this Registration Statement) | |
| 99.1(2) | Amended and Restated 2012 Stock Incentive Plan | |
| (1) | Previously filed with the Securities and Exchange Commission as an exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-180280), and incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission in the Registrant’s Definitive Proxy Statement on Form DEF 14A (File No. 001-35599), and incorporated herein by reference. |