Delaware
|
13-4087132
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
Incorporation
or Organization)
|
Identification
Number)
|
Title
of Each
Class
of Securities
To
Be Registered
|
Amount
To Be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
Common
Stock, par value $0.001 per share
|
100,000
(1)
|
$11.11
|
$1,111,000
|
$34.11
(2)
|
Common
Stock, par value $0.001 per share
|
150,000
(3)
|
$11.02
|
$1,653,000
|
$50.75
(2)
|
Common
Stock, par value $0.001 per share
|
6,000,000
(4)
|
$8.31
|
$49,860,000
|
$1,530.70
(5)
|
Total
|
6,250,000
|
--
|
$52,624,000
|
$1,615.56
|
(1)
|
Amount
to be registered consists of an aggregate of 100,000 shares of Keryx
Biopharmaceuticals, Inc. (“Keryx”) common stock underlying a prior grant
of stock options to Mark Stier under the Keryx Biopharmaceuticals,
Inc.
2007 CAO Inducement Stock Option Plan that will be issued upon the
exercise of such options by Mr. Stier, including additional shares
that
may become issuable in accordance with the adjustment and anti-dilution
provisions of the plan. The stock options have an exercise price
of $11.11
per share.
|
(2) |
Determined
in accordance with Rule 457(h), the registration fee calculation
with
respect to the shares of common stock underlying prior grants of
stock
options is computed on the basis of the price at which the options
may be
exercised.
|
(3) |
Amount
to be registered consists of an aggregate of 150,000 shares of Keryx
common stock underlying a prior grant of stock options to Beth F.
Levine
under the Keryx Biopharmaceuticals, Inc. 2007 General Counsel Incentive
Stock Option Plan that will be issued upon the exercise of such options
by
Beth F. Levine, including additional shares that may become issuable
in
accordance with the adjustment and anti-dilution provisions of the
plan.
The stock options have an exercise price of $11.02 per
share.
|
(4) |
Amount
to be registered consists of an aggregate of 6,000,000 shares of
Keryx
common stock that may be issued pursuant to the grant or exercise
of
awards granted to employees, officers, directors, and consultants
under
the Keryx Biopharmaceuticals, Inc. 2007 Incentive Plan, including
additional shares that may become issuable in accordance with the
adjustment and anti-dilution provisions of the
plan.
|
(5) |
Determined
in accordance with Rule 457(h), and as a result based on 457(a),
the
registration fee with respect to shares of common stock underlying
grants
of stock options the exercise price of which is not known, is based
on the
average of the high and low prices of Keryx common stock reported
on the
NASDAQ Global Market on July 25,
2007.
|
PART I. |
INFORMATION
REQUIRED IN THE
SECTION 10(a)
PROSPECTUS
|
PART II. |
INFORMATION
REQUIRED IN REGISTRATION
STATEMENT
|
Item 3. |
Incorporation
of Documents by Reference.
|
(1)
|
The
Company's Annual Report on Form 10-K for the year ended December
31, 2006;
|
(2)
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2007;
|
(3) |
The
Company’s Current Reports on Form 8-K filed with the Commission on
February 12, 2007, March 28, 2007, April 27, 2007, May 1, 2007, June
18,
2007, and June 25, 2007;
|
(4)
|
The
description of the Company's common stock, par value $0.001 per share,
contained in the Registration Statement on Form 8-A dated June 28,
2000
(File No. 000-30929); and
|
(5)
|
All
other documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a
post-effective amendment to this Registration Statement that indicates
that all securities offered have been sold or that deregisters all
securities that remain unsold.
|
Item 4. |
Description
of Securities.
Not Applicable.
|
Item 5. |
Interests
of Named Experts and Counsel.
Not Applicable.
|
Item 6. |
Indemnification
of Directors and Officers.
|
Item 7. |
Exemption
from Registration Claimed.
Not Applicable.
|
Item 8. |
Exhibits.
|
Exhibit
Number
|
Description
|
4.1
|
Specimen
Common Stock Certificate filed as Exhibit 4.1 to the Registrant’s First
Amendment to the Registration Statement on Form S-1 filed on June
30, 2000
(File No. 333-37402) and incorporated herein by
reference.
|
4.2
|
Amended
and Restated Certificate of Incorporation of Keryx Biopharmaceuticals,
Inc., filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2004, filed on August 12, 2004
(File
No. 000-30929), and incorporated herein by reference.
|
4.3
|
Amended
and Restated Bylaws of Keryx Pharmaceuticals, Inc., filed as Exhibit
3.2
to the Registrant’s Annual Report on Form 10-K for the year ended December
31, 2001, filed on March 26, 2002 (File No. 000-30929), and incorporated
herein by reference.
|
5.1
|
Opinion
of Alston & Bird LLP
|
23.1
|
Consent
of KPMG LLP
|
23.2
|
Consent
of Alston & Bird LLP (included in Exhibit 5.1)
|
24.1
|
Power
of Attorney (included on signature page)
|
99.1
|
Keryx
Biopharmaceuticals, Inc. 2007 CAO Inducement Stock Option Plan filed
as
Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007 filed on May 7, 2007, and incorporated
herein
by reference.
|
99.2
|
Keryx
Biopharmaceuticals, Inc. 2007 General Counsel Incentive Stock Option
Plan
filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2007, filed on May 7, 2007, and incorporated
herein by reference.
|
99.3
|
Keryx
Biopharmaceuticals, Inc. 2007 Incentive Plan filed as Annex D to
the
Registrant’s Definitive Proxy Statement for its 2007 Annual Meeting of
Stockholders filed on April 30, 2007, and incorporated herein by
reference.
|
Item
9.
|
Undertakings
|
(a)
|
The
undersigned registrant hereby
undertakes:
|
KERYX
BIOPHARMACEUTICALS, INC.
|
||
By:
|
/s/
Michael S. Weiss
|
|
Michael
S. Weiss
Chairman
and Chief Executive Officer
|
Signatures
|
Title
|
|
/s/
Michael S. Weiss
|
Chairman
and Chief Executive Officer (principal executive
officer)
|
|
Michael
S. Weiss
|
|
|
|
||
/s/
Mark Stier
|
Vice
President, Chief Accounting Officer
|
|
Mark
Stier
|
(principal financial and accounting officer) | |
|
||
/s/ Kevin
J. Cameron
|
Director
|
|
Kevin
J. Cameron
|
|
|
|
||
/s/
Wyche Fowler, Jr.
|
Director
|
|
Wyche
Fowler, Jr.
|
|
|
|
||
/s/
I. Craig Henderson, M.D.
|
Director
|
|
I.
Craig Henderson, M.D.
|
|
|
|
||
/s/
Malcolm Hoenlein
|
Director
|
|
Malcolm
Hoenlein
|
|
|
|
||
/s/
Jack Kaye
|
Director
|
|
Jack
Kaye
|
|
|
|
||
/s/
Eric Rose, M.D.
|
Director
|
|
Eric
Rose, M.D.
|
Exhibit
Number
|
Description
|
5.1
|
Opinion
of Alston & Bird LLP
|
23.1
|
Consent
of KPMG LLP
|
23.2
|
Consent
of Alston & Bird LLP (included in Exhibit 5.1)
|