As filed with the Securities and Exchange Commission on February 21, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
bluebird bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 13-3680878 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
bluebird bio, Inc.
60 Binney Street
Cambridge, MA 02142
(339) 499-9300
(Address of Principal Executive Offices)
2013 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
Nick Leschly
President and Chief Executive Officer
bluebird bio, Inc.
60 Binney St.
Cambridge, MA 02142
(339) 499-9300
(Name and Address of Agent For Service)
Copy to:
Michael H. Bison, 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, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-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 13(a) of the Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(3) | ||||
| 2013 Stock Option and Incentive Plan Common Stock, $0.01 par value per share |
2,189,530 shares (4) | $135.56 | $296,812,687 | $35,974 | ||||
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| (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 which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. 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 plan described herein. |
| (2) | The price of $135.56 per share, which is the average of the high and low sale prices of the common stock of the registrant on the NASDAQ Global Select Market on February 15, 2019, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act and has been used as these shares are without a fixed price. |
| (3) | Calculated pursuant to Section 6(b) of the Securities Act. |
| (4) | Represents an automatic increase to the number of shares available for issuance under the registrant’s 2013 Stock Option and Incentive Plan (the “Plan”), effective as of January 1, 2019. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on February 21, 2018 ( Registration No. 333-223132), February 22, 2017 (Registration No. 333-216179), February 25, 2016 (Registration No. 333-209715), February 25, 2015 (Registration No. 333-202283), March 5, 2014 (Registration No. 333-194340) and June 24, 2013 (Registration No. 333-189560). |
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-189560) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-189560) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | 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 the 21st day of February, 2019.
| bluebird bio, Inc. | ||
| By: | /s/ Nick Leschly | |
| Nick Leschly | ||
| President and Chief Executive Officer | ||
We, the undersigned officers and directors of bluebird bio, Inc., hereby severally constitute and appoint Nick Leschly and Jeffrey Walsh, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, 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 or necessary to be done in and about the premises, as full 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 any of them, 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 indicated below on the 21st day of February, 2019.
| Name |
Title | |
| /s/ Nick Leschly |
President, Chief Executive Officer and Director | |
| Nick Leschly | (Principal Executive Officer) | |
| /s/ Jeffrey Walsh |
Chief Strategy Officer | |
| Jeffrey Walsh | (Principal Financial Officer) | |
| /s/ Kory Wentworth |
Vice President, Finance and Treasurer | |
| Kory Wentworth | (Principal Accounting Officer) | |
| /s/ John O. Agwunobi, M.D. |
Director | |
| John O. Agwunobi, M.D. | ||
| /s/ Wendy L. Dixon, Ph.D. |
Director | |
| Wendy L. Dixon, Ph.D. | ||
| /s/ Mary Lynne Hedley, Ph.D. |
Director | |
| Mary Lynne Hedley, Ph.D. | ||
| /s/ Daniel S. Lynch |
Director | |
| Daniel S. Lynch | ||
| /s/ James Mandell, M.D. |
Director | |
| James Mandell, M.D. | ||
| /s/ Douglas A. Melton, Ph.D. |
Director | |
| Douglas A. Melton, Ph.D. | ||
| /s/ David P. Schenkein, M.D. |
Director | |
| David P. Schenkein, M.D. | ||
| /s/ Mark Vachon |
Director | |
| Mark Vachon | ||