As filed with the Securities and Exchange Commission on February 26, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Epizyme, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1349956 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 400 Technology Square Cambridge, MA |
02139 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2013 Stock Incentive Plan
(Full title of the plan)
Robert B. Bazemore
President and Chief Executive Officer
Epizyme, Inc.
400 Technology Square
Cambridge, MA 02139
(Name and address of agent for service)
(617) 229-5872
(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, 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 | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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. ☐
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 |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value per share |
2,500,000 shares(2) | $11.96(3) | $29,900,000(3) | $3,623.88 | ||||
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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) | Consists of 2,500,000 additional shares issuable under the 2013 Stock Incentive Plan. |
| (3) | 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. The price per share and aggregate offering price are calculated on the basis of $11.96, the average of the high and low price of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 22, 2019. |
Statement of Incorporation by Reference
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 2,500,000 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2013 Stock Incentive Plan. This Registration Statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-189629, filed by the Registrant on June 27, 2013, relating to the Registrant’s 2008 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan; the registration statement on Form S-8, File No. 333-194205, filed by the Registrant on February 28, 2014, relating to the Registrant’s 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, except for Item 8, Exhibits; the registration statement on Form S-8, File No. 333-202681, filed by the Registrant on March 12, 2015, relating to the Registrant’s 2013 Stock Incentive Plan; the registration statement on Form S-8, File No. 333-210028, filed by the Registrant on March 9, 2016, relating to the Registrant’s 2013 Stock Incentive Plan; the registration statement on Form S-8, File No. 333-216638, filed by the Registrant on March 13, 2017, relating to the Registrant’s 2013 Stock Incentive Plan; and the registration statement on Form S-8, File No. 333-223612, filed by the Registrant on March 13, 2018, relating to the Registrant’s 2013 Stock Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
-1-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 26th day of February, 2019.
| EPIZYME, INC. | ||
| By: | /s/ Robert B. Bazemore | |
| Robert B. Bazemore | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Epizyme, Inc., hereby severally constitute and appoint Robert B. Bazemore and Matthew Ros, 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 Epizyme, 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/ Robert B. Bazemore Robert B. Bazemore |
President, Chief Executive Officer, Director (Principal Executive Officer) |
February 26, 2019 | ||
| /s/ Matthew Ros Mathew Ros |
Chief Strategy & Business Officer (Principal Financial Officer) |
February 26, 2019 | ||
| /s/ Joseph Beaulieu Joseph Beaulieu |
Controller (Principal Accounting Officer) |
February 26, 2019 | ||
|
Andrew R. Allen, M.D., Ph.D. |
Director |
February 26, 2019 | ||
| /s/ Kenneth Bate Kenneth Bate |
Director |
February 26, 2019 | ||
| /s/ Kevin T. Conroy Kevin T. Conroy |
Director |
February 26, 2019 | ||
| /s/ Michael F. Giordano Michael F. Giordano, M.D. |
Director |
February 26, 2019 | ||
| /s/ Carl Goldfischer Carl Goldfischer, M.D. |
Director |
February 26, 2019 | ||
| Signature |
Title |
Date | ||
| /s/ David M. Mott David M. Mott |
Director |
February 26, 2019 | ||
| /s/ Richard F. Pops Richard F. Pops |
Director |
February 26, 2019 | ||
| /s/ Beth Seidenberg Beth Seidenberg, M.D. |
Director |
February 26, 2019 | ||