S-8

As filed with the Securities and Exchange Commission on September 2, 2015

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)

Delaware	20-8179278
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

50 Tice Boulevard, Suite 315 Woodcliff Lake, NJ	07677
(Address of Principal Executive Offices)	(Zip Code)

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:

Marc Recht, Esq.
Cooley LLP
500 Boylston Street, 14th Floor
Boston, Massachusetts 02116
(617) 937-2300 David E. Riggs
Chief Financial Officer
Eagle Pharmaceuticals, Inc.
50 Tice Boulevard, Suite 315
Woodcliff Lake, NJ 07677
(201) 326-5300

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	o
Non-accelerated filer	x  (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		1,061,287 shares	(3)	$	81.50	$	86,494,890.50	$	10,050.71
2014 Employee Stock Purchase Plan Common Stock, $0.001 par value per share		140,322 shares	(4)	$	81.50	$	11,436,243.00	$	1,328.89
(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(h) and Rule 457(c)(1) 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 Common Stock on August 31, 2015, as reported on the Nasdaq Stock Market.
(3)	Represents (i) 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 (the “2014 EIP”) on October 1, 2014 pursuant to an “evergreen” provision contained in the 2014 EIP and (ii) 500,000 shares of Common Stock that were added to the number of shares authorized for issuance under the 2014 EIP pursuant to the amendment and restatement of the 2014 EIP (the “Amendment”), which such Amendment was approved by the Company’s stockholders on August 4, 2015. Pursuant to the evergreen provision, on October 1, 2014 the number of shares authorized for issuance under the 2014 EIP automatically increased by an amount equal to 4% of the total number of shares of Capital Stock (as defined in the 2014 EIP) outstanding on September 30, 2014. On August 4, 2015, the Company’s stockholders approved the Amendment, which, among other things, increased the evergreen provision from four percent to six percent and revised the evergreen provision to align the timing of the annual increase to the share reserve with the change of the Company’s fiscal year end from September 30 to December 31.
(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, 2014 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, on October 1st of each year from 2014 through 2024, the number of shares authorized for issuance under the 2014 ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Capital Stock outstanding on September 30th of the preceding fiscal year; (b) 180,726 shares of Common Stock; and (c) a number of shares of Common Stock determined by the Registrant’s board of directors that is less than the amount set forth in the foregoing clauses (a) or (b).

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,201,609 shares of Common Stock of Eagle Pharmaceuticals, Inc. (the “Registrant”) issuable pursuant to the Eagle Pharmaceuticals, Inc. 2014 Equity Incentive Plan (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 (i) the operation of the “evergreen” provisions in each of the 2014 Plan 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 and (ii) an amendment and restatement of the 2014 EIP (the “Amendment”) which, among other things, increased the number of shares of Common Stock authorized for issuance thereunder by 500,000 shares, increased the evergreen provision from four percent to six percent and revised the evergreen provision to align the timing of the annual increase to the share reserve with the change of the Company’s fiscal year end from September 30 to December 31.  The Amendment was approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders held on August 4, 2015.

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 a Registration Statement on Form S-8 filed with the Commission on February 21, 2014 (File No. 333-194056).  Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement 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 September 2, 2015.

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

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
/S/ SCOTT TARRIFF	Chief Executive Officer, President and Member of the Board of Directors
Scott Tarriff	(Principal Executive Officer)	September 2, 2015
/S/ DAVID E. RIGGS	Chief Financial Officer
David E. Riggs	(Principal Accounting and Financial Officer)	September 2, 2015
/S/ JAY MOORIN
Jay Moorin	Chairman of the Board of Directors	September 2, 2015
/S/ STEVEN RATOFF
Steven Ratoff	Member of the Board of Directors	September 2, 2015
/S/ SANDER FLAUM
Sander Flaum	Member of the Board of Directors	September 2, 2015
/S/ MICHAEL GRAVES
Michael Graves	Member of the Board of Directors	September 2, 2015
/S/ ALAIN SCHREIBER, M.D.
Alain Schreiber, M.D.	Member of the Board of Directors	September 2, 2015
/S/ DAVID M. PERNOCK
David M. Pernock	Member of the Board of Directors	September 2, 2015

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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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EX-5.1

Exhibit 5.1

Marc A. Recht

T: (617) 937-2323

mrecht@cooley.com

September 2, 2015

Eagle Pharmaceuticals, Inc.

50 Tice Boulevard, Suite 315

Woodcliff Lake, NJ 07677

Ladies and Gentlemen:

We have acted as counsel to Eagle Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering the offering of up to an aggregate of 1,201,609 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”), including (i) 1,061,287 shares (the “2014 Plan Shares”) reserved for issuance pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), and (ii) 140,322 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the 2014 Plan and the 2014 ESPP, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and originals, or copies certified to our satisfaction, of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.  As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.

In rendering this opinion, we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents.

Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware.  Our opinion is based on these laws as in effect on the date hereof.  We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof.  We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the 2014 Plan Shares and the ESPP Shares, when sold and issued in accordance with the 2014 Plan and the 2014 ESPP, respectively, and the Registration

500 BOYLSTON STREET, BOSTON, MA 02116-3736  T: (617) 937-2300  F: (617) 937-2400  WWW.COOLEY.COM

Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By:	/s/ Marc A. Recht
	Marc A. Recht, Partner

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EX-23.1

Exhibit 23.1

Tel: 732-750-0900 Fax: 732-750-1222 www.bdo.com 90 Woodbridge Center Dr., 4th Floor Woodbridge, NJ 07095-1163

Consent of Independent Registered Public Accounting Firm

Eagle Pharmaceuticals, Inc.

Woodcliff Lake, New Jersey

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated December 22, 2014, relating to the financial statements of Eagle Pharmaceuticals, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended September 30, 2014.

/s/ BDO USA, LLP

Woodbridge, New Jersey

September 2, 2015