S-8 1 a13-17536_1s8.htm S-8

 

As filed with the Securities and Exchange Commission on August 9, 2013     

Registration No. 333-               

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

ONYX PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

94-3154463

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

 

249 East Grand Avenue
South San Francisco, California 94080
(650) 266-0000
(Address and telephone number of Principal Executive Offices)

 

2005 EQUITY INCENTIVE PLAN, AS AMENDED

1996 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
(Full title of the plan)

 

N. Anthony Coles, M.D.
Chairman and Chief Executive Officer
Onyx Pharmaceuticals, Inc.
249 East Grand Avenue
South San Francisco, California 94080
(650) 266-0000
(Name, address, and telephone number of agent for service)

 

 

Copies to:

 

Robert L. Jones, Esq.
Michael E. Tenta, Esq.
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304-1130
(650) 843-5000

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

 

 

(Do not check if a smaller reporting company)

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposed

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

Offering Price

 

Proposed Maximum

 

 

 

Title of Securities

 

Amount to be

 

Per

 

Aggregate Offering

 

Amount of

 

To Be Registered

 

Registered (1)

 

Share (2)

 

Price (2)

 

Registration Fee

 

Common Stock, par value $0.001 per share

 

4,800,000

 

$

127.78

 

$

613,344,000

 

$

83,660.12

 

(1)                                                                                  Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the registrant’s outstanding Common Stock.

 

(2)                                                                                  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) of the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on August 7, 2013. The chart below illustrates the distribution of the shares being registered hereby.

 

 

 

 

 

 

 

 

Title of Shares to be Registered

 

Amount to be
Registered

 

Proposed Maximum
Offering Price
Per Share

 

Proposed Maximum
Aggregate
Offering Price

 

Shares issuable pursuant to the 2005 Equity Incentive Plan

 

3,800,000

 

$

127.78

 

$

485,564,000

 

Shares issuable pursuant to the 1996 Employee Stock Purchase Plan

 

1,000,000

 

$

127.78

 

$

127,780,000

 

Total Proposed Maximum Aggregate Offering Price

 

 

 

 

 

$

613,344,000

 

 

 

 


 

PART II

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering (a) an additional 3,800,000 shares of Onyx Pharmaceuticals, Inc.’s (the “Company”) Common Stock to be issued pursuant to the Company’s 2005 Equity Incentive Plan, as amended, and (b) an additional 1,000,000 shares of the Company’s Common Stock to be issued pursuant to the Company’s 1996 Employee Stock Purchase Plan, as amended.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

 

a)

 

The Company’s Registration Statement on Form S-8 filed on May 30, 1996, under the Securities Act (File No. 333-04839).

 

 

 

b)

 

The Company’s Registration Statement on Form S-8 filed on August 6, 1998, under the Securities Act (File No. 333-60805).

 

 

 

c)

 

The Company’s Registration Statement on Form S-8 filed on October 18, 2000, under the Securities Act (File No. 333-48146).

 

 

 

d)

 

The Company’s Registration Statement on Form S-8 filed on July 22, 2002, under the Securities Act (File No. 333-96895).

 

 

 

e)

 

The Company’s Registration Statement on Form S-8 filed on June 23, 2005, under the Securities Act (File No. 333-126089).

 

 

 

f)

 

The Company’s Registration Statement on Form S-8 filed on May 30, 2006, under the Securities Act (File No. 333-134567).

 

 

 

g)

 

The Company’s Registration Statement on Form S-8 filed on May 25, 2007, under the Securities Act (File No. 333-143309).

 

 

 

h)

 

The Company’s Registration Statement on Form S-8 filed on May 15, 2008, under the Securities Act (File No. 333-150928).

 

 

 

i)

 

The Company’s Registration Statement on Form S-8 filed on May 27, 2009, under the Securities Act (File No. 333-159496).

 

 

 

j)

 

The Company’s Registration Statement on Form S-8 filed on May 28, 2010, under the Securities Act (File No. 333-167209).

 

 

 

k)

 

The Company’s Registration Statement on Form S-8 filed on May 23, 2012, under the Securities Act (File No. 333-181622).

 

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents.

 

II-1


 

EXHIBITS

 

Exhibit

 

 

Number

 

 

4.1(1)

 

Restated Certificate of Incorporation.

 

 

 

4.2(2)

 

Amended and Restated Bylaws of the Company.

 

 

 

4.3(3)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.4(4)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.5(5)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.6(1)

 

Specimen Stock Certificate.

 

 

 

5.1

 

Opinion of Cooley LLP.

 

 

 

23.1

 

Consent of 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 pages.

 

 

 

99.1(6)

 

2005 Equity Incentive Plan, as amended.

 

 

 

99.2(6)

 

1996 Employee Stock Purchase Plan, as amended.

 

(1)

 

Previously filed as an exhibit to the Company’s Registration Statement on Form SB-2 (No. 333-3176-LA), and incorporated herein by reference.

 

 

 

(2)

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 5, 2008, and incorporated herein by reference.

 

 

 

(3)

 

Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.

 

 

 

(4)

 

Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-134565) filed on May 30, 2006, and incorporated herein by reference.

 

 

 

(5)

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 27, 2011, and incorporated herein by reference.

 

 

 

(6)

 

Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 23, 2013, and incorporated herein by reference.

 

II-2


 

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 South San Francisco, State of California, on the 8th day of August, 2013.

 

 

ONYX PHARMACEUTICALS, INC.

 

 

 

By:

/s/ N. Anthony Coles

 

 

N. Anthony Coles

 

 

Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints N. Anthony Coles, M.D. and Matthew K. Fust, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign 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 and necessary to be done in connection therewith, as fully 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 or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

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/ N. Anthony Coles

 

Chairman and Chief Executive Officer

 

August 8, 2013

N. Anthony Coles

 

and Director

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Matthew K. Fust

 

Executive Vice President and Chief Financial Officer

 

August 8, 2013

Matthew K. Fust

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Paul Goddard, Ph.D.

 

Lead Director

 

August 8, 2013

Paul Goddard, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Antonio Grillo-López, M.D.

 

Director

 

August 8, 2013

Antonio Grillo-López, M.D.

 

 

 

 

 

 

 

 

 

/s/ Magnus Lundberg

 

Director

 

August 8, 2013

Magnus Lundberg

 

 

 

 

 

 

 

 

 

/s/ Corinne H. Nevinny

 

Director

 

August 8, 2013

Corinne H. Nevinny

 

 

 

 

 

 

 

 

 

/s/ William R. Ringo

 

Director

 

August 8, 2013

William R. Ringo

 

 

 

 

 

 

 

 

 

/s/ Wendell Wierenga, Ph.D.

 

Director

 

August 8, 2013

Wendell Wierenga, Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Thomas G. Wiggans

 

Director

 

August 8, 2013

Thomas G. Wiggans

 

 

 

 

 

II-3


 

EXHIBIT INDEX

 

Exhibit
Number

 

 

4.1(1)

 

Restated Certificate of Incorporation.

 

 

 

4.2(2)

 

Amended and Restated Bylaws of the Company.

 

 

 

4.3(3)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.4(4)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.5(5)

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

 

 

 

4.6(1)

 

Specimen Stock Certificate.

 

 

 

5.1

 

Opinion of Cooley LLP.

 

 

 

23.1

 

Consent of 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 pages.

 

 

 

99.1(6)

 

2005 Equity Incentive Plan, as amended.

 

 

 

99.2(6)

 

1996 Employee Stock Purchase Plan, as amended.

 

(1)                                 Previously filed as an exhibit to the Company’s Registration Statement on Form SB-2 (No. 333-3176-LA), and incorporated herein by reference.

 

(2)                                 Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on December 5, 2008, and incorporated herein by reference.

 

(3)                                 Previously filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference.

 

(4)                                 Previously filed as an exhibit to the Company’s Registration Statement on Form S-3 (No. 333-134565) filed on May 30, 2006, and incorporated herein by reference.

 

(5)                                 Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 27, 2011, and incorporated herein by reference.

 

(6)                                 Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on May 23, 2013, and incorporated herein by reference.

 

II-4