S-8 1 d401818ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on June 5, 2023

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   14-1902018

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

400 Professional Drive, Suite 400

Gaithersburg, Maryland 20879

(Address of Principal Executive Offices and Zip Code)

Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan

Emergent BioSolutions Inc. Amended Employee Stock Purchase Plan

(Full title of the plans)

Richard S. Lindahl

Executive Vice President, Chief Financial Officer and Treasurer

Emergent BioSolutions Inc.

400 Professional Drive, Suite 400

Gaithersburg, Maryland 20879

(Name and address of agent for service)

(240) 631-3200

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

 

 

Copies to:

 

Matthew C. Franker

Michael J. Riella

  

Jennifer Fox

Executive Vice President, External Affairs,

Covington & Burling LLP   General Counsel and Corporate Secretary
One CityCenter   Emergent BioSolutions Inc.
850 Tenth Street, N.W.   400 Professional Drive, Suite 400
Washington, D.C. 20001   Gaithersburg, Maryland 20879
(202) 662-6000   (240) 631-3200

 

 

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.  ☐

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Emergent BioSolutions Inc. (the “Company”) for the purpose of registering additional shares of its common stock, par value $0.001 per share (the “Common Stock”), under the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan (the “Incentive Plan”) and the Emergent BioSolutions Inc. Amended Employee Stock Purchase Plan (the “ESPP”).

This Registration Statement registers the offer and sale of (a) 3,675,000 additional shares of Common Stock that are available for issuance under the Incentive Plan, as approved by the board of directors of the Company (the “Board”) and the Company’s stockholders, and (b) 2,000,000 additional shares of Common Stock that are available for issuance under the ESPP as a result of an amendment thereto, which was adopted by the Board and approved by the Company’s stockholders.

Of the 29,108,561 shares of Common Stock currently authorized by the Incentive Plan, in addition to the shares, the offer and sale of which is being registered hereby, the Company has previously registered the offer and sale of: (a) 4,783,561 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on December 8, 2006 (Commission File No. 333-139190), (b) 3,900,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on August 7, 2009 (Commission File No.  333-161154), (c) 2,500,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on November 1, 2012 (Commission File No.  333-184699), (d) 4,000,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on May 23, 2014 (Commission File No.  333-196232), (e) 3,750,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on February 27, 2017 (Commission File No.  333-216294), (f) 3,000,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on May 30, 2018 (Commission File No.  333-225283), and (g) 3,500,000 shares of Common Stock pursuant to the Company’s Registration Statement on Form S-8 filed on June 4, 2021 (Commission File No. 333-256798) (collectively, the “Original Incentive Plan Registration Statements”).

Of the 3,000,000 shares of Common Stock currently authorized by the ESPP, in addition to the shares, the offer and sale of which is being registered hereby, 1,000,000 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on November 1, 2012 (Commission File No. 333-184699) (the “Original ESPP Registration Statement” and, together with the Original Incentive Plan Registration Statements, the “Original Registration Statements”).

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein by reference, are incorporated herein by reference and made part of this Registration Statement. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents (File No. 001-33137) previously filed with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference:

 

  •  

the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023 (the “2022 Annual Report”);

 

  •  

all other reports filed with the SEC pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the 2022 Annual Report; and

 

  •  

the description of the Company’s Common Stock contained in Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December  31, 2020, filed with the SEC on February 19, 2021, including any amendments or reports filed for the purposes of updating this description.

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein.

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K (or any portion thereof so furnished) prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8.

Exhibits.

 

Exhibit No.

   

Description

4.1*    Third Restated Certificate of Incorporation (incorporated by reference from Exhibit 3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2016).
4.2*    Amended and Restated By-laws (incorporated by reference from Exhibit 3 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2012).
4.3*    Specimen Common Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No.  3 to the Company’s Registration Statement on Form S-1, filed with the SEC on October 20, 2006).
4.4    Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan
4.5    Emergent BioSolutions Inc. Amended Employee Stock Purchase Plan.
5.1    Opinion and Consent of Covington & Burling LLP.
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Covington & Burling LLP (contained in Exhibit 5.1).
24.1    Power of Attorney (contained on signature page hereto).
107    Filing Fee Table.

 

*

Incorporated 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 Gaithersburg, State of Maryland, on this 5th day of June, 2023.

 

EMERGENT BIOSOLUTIONS INC.
By:  

/s/ Richard S. Lindahl

  Richard S. Lindahl
  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert G. Kramer, President and Chief Executive Officer, Richard S. Lindahl, Executive Vice President, Chief Financial Officer and Treasurer, and Jennifer Fox, Executive Vice President, External Affairs, General Counsel and Corporate Secretary, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (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 for 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Robert G. Kramer

Robert G. Kramer

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

    June 5, 2023

/s/ Richard S. Lindahl

Richard S. Lindahl

   

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

    June 5, 2023

/s/ Zsolt Harsanyi, Ph.D.

Zsolt Harsanyi, Ph.D.

    Director    June 5, 2023

/s/ Sujata Dayal

Sujata Dayal

    Director    June 5, 2023

 

Jerome Hauer, Ph.D.

    Director    June 5, 2023

/s/ Keith Katkin

Keith Katkin

    Director    June 5, 2023

/s/ Ronald B. Richard

Ronald B. Richard

    Director    June 5, 2023

/s/ Louis W. Sullivan, M.D.

Louis W. Sullivan, M.D.

    Director    June 5, 2023

/s/ Marvin White

Marvin White

    Director    June 5, 2023

/s/ Kathryn Zoon, Ph.D.

Kathryn Zoon, Ph.D.

    Director    June 5, 2023