S-8 1 d709725ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 14, 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

 

 

Constellation Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   26-1741721

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

215 First Street, Suite 200

Cambridge, Massachusetts

   02142
(Address of Principal Executive Offices)   (Zip Code)

2018 Equity Incentive Plan

(Full title of the plan)

Jigar Raythatha

President and Chief Executive Officer

Constellation Pharmaceuticals, Inc.

215 First Street, Suite 200

Cambridge, Massachusetts 02142

(Name and address of agent for service)

(617) 714-0555

(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, a 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   ☒    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

 

 

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, par value $0.0001 per share

   1,032,125(2)   $8.23(3)   $8,494,388.75(3)   $1,029.52

 

 

(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 1,032,125 additional shares issuable under the 2018 Equity 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, and based upon the average of the high and low sale prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 7, 2019.

 

 

 

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8, relating to the 2018 Equity Incentive Plan (the “Plan”) of Constellation Pharmaceuticals, 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 relating to the Plans has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-226291, filed with the Securities and Exchange Commission on July 23, 2018 by the Registrant, relating to the Registrant’s Amended and Restated 2008 Stock Incentive Plan, 2018 Equity Incentive Plan and 2018 Employee Stock Purchase Plan except for Item 8, Exhibits.

 

Item 8.

Exhibits

 

Exhibit
Number

  

Description

  4.1(1)   Restated Certificate of Incorporation of the Registrant
  4.2(2)   Amended and Restated By-Laws of the Registrant
  5.1   Opinion of Wilmer Cutler Pickering Hale & Dorr LLP, counsel to the Registrant
23.1   Consent of Ernst & Young LLP, independent registered public accounting firm
23.2   Consent of Wilmer Cutler Pickering Hale & Dorr LLP (included in Exhibit 5.1)
24.1   Power of attorney (included on the signature pages of this registration statement)
99.1(3)   2018 Equity Incentive Plan

 

(1)

Previously filed with the Securities and Exchange Commission on July 23, 2018 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38584) and incorporated herein by reference.

(2)

Previously filed with the Securities and Exchange Commission on July 23, 2018 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38584) and incorporated herein by reference.

(3)

Previously filed with the Securities and Exchange Commission on June 22, 2018 as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225822) and incorporated herein by reference.

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 14th day of March, 2019.

 

CONSTELLATION PHARMACEUTICALS, INC.
By:  

/s/ Jigar Raythatha

  Jigar Raythatha
  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Constellation Pharmaceuticals, Inc., hereby severally constitute and appoint Jigar Raythatha, Emma Reeve and Karen Valentine, 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 Constellation Pharmaceuticals, 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/ Jigar Raythatha

Jigar Raythatha

   

President and Chief Executive Officer, Director

(Principal Executive Officer)

   March 14, 2019

/s/ Emma Reeve

Emma Reeve

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

   March 14, 2019

/s/ Mark A. Goldsmith

Mark A. Goldsmith, M.D., Ph.D.

    Chairman of the Board   March 14, 2019

/s/ James E. Audia

James E. Audia, Ph.D.

    Director   March 14, 2019

/s/ Scott Braunstein

Scott Braunstein, M.D.

    Director   March 14, 2019

/s/ Anthony Evnin

Anthony Evnin, Ph.D.

    Director   March 14, 2019

/s/ Steven L. Hoerter

Steven L. Hoerter

    Director   March 14, 2019

/s/ Peter Svennilson

Peter Svennilson

    Director   March 14, 2019

/s/ Robert Tepper

Robert Tepper, M.D.

    Director   March 14, 2019

/s/ Elizabeth Trehu

Elizabeth Trehu, M.D.

    Director   March 14, 2019