As filed with the Securities and Exchange Commission on March 20, 2017

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

EAGLE PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

2014 Equity Incentive Plan

2014 Employee Stock Purchase Plan

(Full titles of the plans)

 

 

Scott Tarriff

Chief Executive Officer

Eagle Pharmaceuticals, Inc.

50 Tice Boulevard, Suite 315

Woodcliff Lake, NJ 07677

(201) 326-5300

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

 

 

 

Copies to:

 

 

 

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		x
Non-accelerated filer		o  (Do not check if a smaller reporting company)		Smaller reporting company		o

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered			Amount to be registered (1)		Proposed maximum offering price per share (2)			Proposed maximum aggregate offering price (2)			Amount of registration fee
2014 Equity Incentive Plan Common Stock, $0.001 par value per share			919,227 shares (3)		$	81.41		$	74,834,270.07		$	8,673.29
2014 Employee Stock Purchase Plan Common Stock, $0.001 par value per share			154,357 shares (4)		$	81.41		$	12,566,203.37		$	1,456.42
(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 (“Common Stock”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the Registrant’s outstanding shares of Common Stock.
(2)	This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on March 15, 2017, as reported on the Nasdaq Stock Market.
(3)	Represents shares of Common Stock that were automatically added to the number of shares authorized for issuance under the Eagle Pharmaceuticals, Inc. 2014 Equity Incentive Plan, amended and restated (the “2014 EIP”) on January 1, 2017 pursuant to an “evergreen” provision contained in the 2014 EIP.
(4)	Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Eagle Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on October 1, 2016 pursuant to an “evergreen” provision contained in the 2014 ESPP.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,073,584 shares of Common Stock of Eagle Pharmaceuticals, Inc. (the “Registrant”) issuable pursuant to the Eagle Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended and restated (the “2014 EIP”) and the Eagle Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan (the “2014 ESPP”).  These additional shares of Common Stock are securities of the same class as other securities for which an original registration statement on Form S-8 (File No. 333-194056) was filed with the Securities and Exchange Commission (the “Commission”) on February 21, 2014.  These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2014 EIP and the 2014 ESPP, which provide that the total number of shares subject to such plans will be increased each year pursuant to a specified formula.

 

PART II

 

INCORPORATION OF DOCUMENTS BY REFERENCE

 

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

 

The Registrant previously registered shares of its Common Stock for issuance under the 2014 EIP and the 2014 ESPP under Registration Statements on Form S-8 filed with the Commission on February 21, 2014 (File No. 333-194056), on September 2, 2015 (File No. 333-206729), and on September 16, 2016 (File No. 333-213683).  Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

 

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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 Woodcliff Lake, State of New Jersey, on March 20, 2017.

 

 

EAGLE PHARMACEUTICALS, INC.
By:	/s/ Scott Tarriff
	Scott Tarriff
	Chief Executive Officer and Director

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Tarriff and David E. Riggs, and each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or 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
		Chief Executive Officer
/S/ SCOTT TARRIFF		and Member of the Board of Directors
Scott Tarriff		(Principal Executive Officer)		March 20, 2017
/S/ DAVID E. RIGGS		Chief Financial Officer
David E. Riggs		(Principal Accounting and Financial Officer)		March 20, 2017
/S/ MICHAEL GRAVES
Michael Graves		Chairman of the Board of Directors		March 20, 2017
/S/ STEVEN RATOFF
Steven Ratoff		Member of the Board of Directors		March 20, 2017
/S/ SANDER FLAUM
Sander Flaum		Member of the Board of Directors		March 20, 2017
/S/ ROBERT L. GLENNING
Robert L. Glenning		Member of the Board of Directors		March 20, 2017
/S/ DOUGLAS L. BRAUNSTEIN
Douglas L. Braunstein		Member of the Board of Directors		March 20, 2017
Richard A. Edlin		Member of the Board of Directors		March     , 2017

 

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1(1)		Amended and Restated Certificate of Incorporation of the Registrant.
4.2(2)		Amended and Restated 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 BDO USA, LLP, an 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.
99.2(4)		Eagle Pharmaceuticals, Inc. 2014 Equity Incentive Plan, as amended and restated.
99.3(5)		Eagle Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan.

 

(1)              Previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192984), filed with the Commission on January 28, 2014, and incorporated herein by reference.

(2)              Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192984), filed with the Commission on January 28, 2014, and incorporated herein by reference.

(3)              Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192984), filed with the Commission on January 28, 2014, and incorporated herein by reference.

(4)              Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36306), filed with the Commission on August 10, 2015, and incorporated herein by reference.

(5)              Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192984), filed with the Commission on January 22, 2014, and incorporated herein by reference.

 

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