S-8 1 prtk-s8.htm S-8 prtk-s8.htm

 

 

Registration No. 333-

As filed with the Securities and Exchange Commission on August 1, 2018

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

 

PARATEK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

33-0960223

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
Identification No.)

 

 

75 Park Plaza

Boston, MA 02116

(Address of Principal Executive Offices) (Zip Code)

 

 

Paratek Pharmaceuticals, Inc. 2018 Employee Stock Purchase Plan

(Full titles of the plans)

 

 

Michael F. Bigham
Chairman and Chief Executive Officer
75 Park Plaza

Boston, MA 02116

(Name and address of agent for service)

 

(617) 807-6600

(Telephone number, including area code, of agent for service)

 

 

Please send copies of all communications to:

 

 

 

William M. Haskel

Senior Vice President, General Counsel and Corporate Secretary

Paratek Pharmaceuticals, Inc.

75 Park Plaza

Boston, MA 02116

(617) 807-6600

 

Christopher D. Comeau

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

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 (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

 

 

 

 

 

 

 

 

 

 

Title of Each Class 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, $0.001 par value per share

 

943,294 shares (2)

 

 

$10.11 (3)

 

 

$9,536,702.34

 

 

$1,187.32

 

TOTAL

 

943,294 shares

 

 

 

 

$9,536,702.34

 

 

$1,187.32

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may issued to prevent dilution from stock splits, stock dividends and similar transactions.

(2)

Represents 943,294 shares of Common Stock reserved for issuance pursuant to future awards under the 2018 Employee Stock Purchase Plan.

(3)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act of 1933 based on the average high and low prices of the registrant’s Common Stock as reported by The Nasdaq Global Market on July 30, 2018, a date that is within five business days prior to the date on which this Registration Statement is being filed, to be $9.90 and $10.32, respectively.

 

 

 


 


 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to employees, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.  Incorporation of Documents by Reference.

 

The following documents filed by Paratek Pharmaceuticals, Inc. (the “Registrant”) with the Commission are incorporated herein by reference, except for information “furnished” under Items 2.02, 7.01 or 9.01 on a Current Report on Form 8-K or other information “furnished” to the Commission which is not deemed filed:

 

(a)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Commission on March 6, 2018.

 

(b)

The Registrant’s Quarterly Reports on Form 10-Q, for the quarterly period ended March 31, 2018 filed with the Commission on May 9, 2018 and for the quarterly period ended June 30, 2018 filed with the Commission on August 1, 2018.

 

(c)

The Registrant’s Current Reports on Form 8-K filed with the Commission on January 19, 2018, April 13, 2018, April 23, 2018 and June 18, 2018.

 

(d)

The description of the Registrant’s Common Stock contained in Item 1 of the Registrant’s Registration Statement on Form 8-A (File No. 000-51967), as filed with the Commission on May 2, 2006, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (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 then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Notwithstanding the foregoing, information “furnished” under Item 2.02, 7.01 or 9.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this Registration Statement or any related prospectus.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.  Description of Securities.

 

Not applicable.

 

Item 5.  Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.  Indemnification of Directors and Officers.

 

The Registrants amended and restated certificate of incorporation contains provisions permitted under Delaware law

 


 

relating to the liability of directors. These provisions eliminate a directors personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving wrongful acts, such as:

 

any breach of the director’s duty of loyalty to the Registrant or its stockholders;

 

any act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

 

any act related to unlawful stock repurchases, redemptions or other distribution or payments of dividends; or

 

any transaction from which the director derived an improper personal benefit.

 

These provisions do not limit or eliminate the Registrants rights or any stockholders rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a directors fiduciary duty. These provisions will not alter a directors liability under federal securities laws.

 

As permitted by Section 145 of the Delaware General Corporation Law, the Registrants amended and restated bylaws require the Registrant to indemnify its directors and officers to the fullest extent not prohibited by Delaware law. The Registrant may expand the extent of such indemnification by individual contracts with its directors and officers. Further, the Registrant may decline to indemnify any director or officer in connection with any proceeding initiated by such person, unless (i) such indemnification is expressly required to be made by law, (ii) such proceeding was authorized by its board of directors, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made in an enforcement action.

 

The Registrant has entered into indemnity agreements with each of its current directors and its executive officers to give such directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrants amended and restated certificate of incorporation and amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any of the Registrants directors, officers or employees for which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

 

The Registrant has the power to indemnify its employees and other agents, as permitted by Delaware law, but it is not required to do so.

 

The Registrant has a directors and officers insurance and registrant reimbursement policy. The policy insures the Registrants directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which the Registrant has lawfully indemnified the directors and officers.

 

Item 7.  Exemption From Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

Exhibit

 

Description

 

 

 

4.1

 

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, as filed on October 31, 2014)

 

 

 

4.2

 

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, as filed on October 31, 2014)

 

 

 

4.3

 

Certificate of Elimination of Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, as filed on July 24, 2015)

 

 

 

4.4

 

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, as filed on April 16, 2015)

 

 

 

 


 

 

* Filed herewith.

 

Item 9. Undertakings.

 

The undersigned Registrant hereby undertakes:

 

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and

 


 

controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 


 


 

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 Boston, Commonwealth of Massachusetts, on August 1, 2018.

 

 

PARATEK PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

By:

/s/ Michael F. Bigham

 

 

Name: Michael F. Bigham

 

 

Title: Chairman and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Douglas W. Pagán and William M. Haskel, and each of them acting individually, 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 on Form S-8 to be filed by Paratek Pharmaceuticals, Inc., 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 full power and authority to be done in and about the premises, 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 substitutes, 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/ Michael F. Bigham

 

Chairman and Chief Executive Officer

 

August 1, 2018

Michael F. Bigham

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Douglas W. Pagán

 

Chief Financial Officer

 

August 1, 2018 

Douglas W. Pagán

 

/s/ Evan Loh, M.D.

Evan Loh, M.D.

 

(Principal Financial and Accounting Officer)

 

President, Chief Operating Officer,

Chief Medical Officer and Director

 

 

August 1, 2018

 

 

 

 

 

/s/ Thomas J. Dietz, Ph. D.

 

Director

 

August 1, 2018

Thomas J. Dietz, Ph. D.

 

 

 

 

 

 

 

 

 

/s/ Timothy R. Franson, M.D.

 

Director

 

August 1, 2018

Timothy R. Franson, M.D.

 

 

 

 

 

/s/ Rolf K. Hoffmann

 

Director

 

August 1, 2018

Rolf K. Hoffmann

 

 

 

 

 

 

 

 

 

/s/ Kristine Peterson

 

Director

 

August 1, 2018

Kristine Peterson

 

 

 

 

 

 

 

 

 

/s/ Robert S. Radie

 

Director

 

August 1, 2018

Robert S. Radie

 

 

 

 

 

 

 

 

 

/s/ Jeffrey Stein, Ph.D.

 

Director

 

August 1, 2018

  Jeffrey Stein, Ph.D.