S-8 1 a20-20682_1s8.htm S-8

As filed with the Securities and Exchange Commission on May 26, 2020

Registration Statement No. 333-           

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

PRA Health Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

46-3640387

(State or other jurisdiction of
incorporation or organization)

 

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

 

4130 ParkLake Avenue, Suite 400

 

 

Raleigh, NC

 

27612

(Address of Principal Executive Offices)

 

(Zip Code)

 

PRA Health Sciences, Inc. 2020 Stock Incentive Plan
(Full title of the plans)

 

Christopher L. Gaenzle

Executive Vice President, Chief Administrative Officer,

General Counsel, and Secretary

PRA Health Sciences, Inc.

4130 ParkLake Avenue

Suite 400

Raleigh, North Carolina 27612

(Name and address of agent for service)

 

(919) 786-8200

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

 


 

With copies to:

Victor A. Flores

Baker & McKenzie LLP

Two Embarcadero Center, 11th Floor

San Francisco, CA 94111

Telephone: (415) 576-3000

Telecopy: (415) 576-3099

 


 

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 x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if smaller reporting company)

Emerging growth company o

 

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(1)

 

Amount to be
Registered(2)

 

Proposed Maximum
Offering Price Per
Share(3)

 

Proposed Maximum
Aggregate Offering
Price(3)

 

Amount of
Registration Fee

 

Common Stock, $0.01 par value

 

2,500,000

 

$

93.66

 

$

234,150,000

 

$

30,393

 

(1)              The securities to be registered include shares of common stock, par value $0.01 per share, of PRA Health Sciences, Inc. (“Common Stock”) and options and rights to acquire Common Stock issuable under the PRA Health Sciences, Inc. 2020 Stock Incentive Plan (the “2020 Plan”).

(2)              Covers 2,500,000 shares of Common Stock issuable under the 2020 Plan. Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of additional Common Stock, which may be offered and issued to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.

(3)              Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee based upon the average of the high and low prices of the common stock on the Nasdaq Global Select Market on May 20, 2020.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by PRA Health Sciences, Inc., a Delaware corporation (the “Company” or “Registrant”), to register 2,500,000 shares of its common stock, par value $0.01 per share (“Common Stock”), issuable under the Registrant’s 2020 Stock Incentive Plan (the “2020 Plan”), which was approved on May 18, 2020 (the “Approval Date”).

 

The 2020 Plan provides (i) for the issuance of 2,500,000 newly available shares of Common Stock (the “New Shares”), (ii) that no new awards may be granted under the PRA Health Sciences, Inc. 2018 Stock Incentive Plan (the “2018 Plan”) as of the Approval Date (although awards granted under the 2018 Plan prior to the Approval Date (“2018 Outstanding Awards”) will remain outstanding in accordance with their terms and those of the 2018 Plan), and (iii) that the number of shares that remained available for grant under the 2018 Plan as of the Approval Date plus the shares underlying the 2018 Outstanding Awards that are not delivered in settlement of such awards on account of the forfeiture or termination of such awards after the Approval Date (collectively, the “2018 Carryover Shares”) will become available for issuance pursuant to awards granted under the 2020 Plan.

 

In connection with the 2018 Plan, the Registrant has previously filed with the Securities and Exchange Commission (the “Commission”) a Form S-8 Registration Statement, No. 333-225313, on May 31, 2018 (the “Prior Registration Statement”). Concurrently with the filing of this Registration Statement, the Registrant is filing a Post-Effective Amendment to the Prior Registration Statement to cover the issuance of the 2018 Carryover Shares under the 2020 Plan if and when they are available for issuance under the 2020 Plan.

 

PART I.

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1.   Plan Information.

 

The information required by Item 1 is included in documents sent, given or made available by the Registrant to participants in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.

 

Item 2.   Registrant Information and Employee Plan Annual Information.

 

The written statement required by Item 2 is included in documents sent, given or made available by the Registrant to participants in the plan covered by this Registration Statement pursuant to Rule 428(b)(1) of the Securities Act.

 

PART II.

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference.

 

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference:

 

(a)           The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on February 21, 2020, including the information specifically incorporated by reference into the Annual Report on Form 10-K from the Registrant’s Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, which was filed with the Commission on April 3, 2020;

 

(b)           The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the Commission pursuant to Section 13(a) of the Exchange Act on May 1, 2020;

 

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(c)           The Registrant’s Current Report on Form 8-K filed with the Commission pursuant to Section 13(a) of the Exchange Act on May 22, 2020; and

 

(d)           The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form S-1, which description is incorporated by reference into the Form 8-A filed with the Commission on November 6, 2014 pursuant to the Exchange Act and any amendment or report filed for the purpose of updating such description.

 

All documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this Registration Statement 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 hereof from the date of filing of such documents.  In no event, however, will any of the information, including exhibits, that the Registrant discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from time to time, furnished to the Commission, be incorporated by reference into or otherwise become a part of this Registration Statement.

 

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

 

Item 4.   Description of Securities.

 

Not applicable.  The class of securities to be offered is registered under Section 12 of the Exchange Act.

 

Item 5.   Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 6.   Indemnification of Directors and Officers.

 

Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for this limitation of liability.

 

Section 145 of the DGCL, or “Section 145,” provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys’ fees) which such officer or director has actually and reasonably incurred.

 

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Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

 

The Company’s amended and restated bylaws provide that the Company must indemnify, and advance expenses to, its directors and officers to the full extent authorized by the DGCL.

 

The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Company’s amended and restated certificate of incorporation, the Company’s amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, the Company shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the Board of Directors pursuant to the applicable procedure outlined in the amended and restated bylaws.

 

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

 

The Company maintains standard policies of insurance that provide coverage (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to the Company with respect to indemnification payments that the Company may make to such directors and officers.

 

Item 7.   Exemption From Registration Claimed.

 

Not applicable.

 

Item 8.   Exhibits.

 

The following exhibits are filed as part of this Registration Statement:

 

Exhibit No.

 

Description

 

 

 

4.1

 

Registrant’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on November 18, 2014).

 

 

 

4.2

 

Registrant’s Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on November 18, 2014).

 

 

 

4.3

 

PRA Health Sciences, Inc. 2020 Stock Incentive Plan (incorporated by reference as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2020).

 

 

 

5.1

 

Opinion of Baker & McKenzie LLP.

 

 

 

23.1

 

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

 

 

 

23.2

 

Consent of Baker & McKenzie LLP (included in Exhibit 5.1).

 

 

 

24.1

 

Power of Attorney (included on the signature page to this Registration Statement on Form S-8).

 

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Item 9.   Undertakings.

 

(a)           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) if, in the aggregate, the changes in volume and price represent no more than a 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 (a)(1)(i) and (a)(1)(ii) 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.

 

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s 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.

 

(c)           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.

 

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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 Raleigh, North Carolina, on May 26, 2020.

 

 

PRA HEALTH SCIENCES, INC.

 

 

 

By:

/s/ Michael J. Bonello

 

 

Michael J. Bonello

 

 

Executive Vice President and Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Colin Shannon, Michael J. Bonello, and Christopher L. Gaenzle, and each 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary 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 attorney-in-fact and agent, or his or her 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

 

Capacity

 

Date

 

 

 

 

 

/s/ Colin Shannon

 

President, Chief Executive Officer and

 

May 26, 2020

Colin Shannon

 

Chairman of the Board of Directors

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Michael J. Bonello

 

Executive Vice President and Chief

 

May 26, 2020

Michael J. Bonello

 

Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Jeffrey T. Barber

 

Director

 

May 26, 2020

Jeffrey T. Barber

 

 

 

 

 

 

 

 

 

/s/ Alexander G. Dickinson

 

Director

 

May 26, 2020

Alexander G. Dickinson

 

 

 

 

 

 

 

 

 

/s/ Linda S. Grais

 

Director

 

May 26, 2020

Linda S. Grais

 

 

 

 

 

/s/ James C. Momtazee

 

Director

 

May 26, 2020

James C. Momtazee

 

 

 

 

 

 

 

 

 

/s/ Matthew P. Young

 

Director

 

May 26, 2020

Matthew P. Young

 

 

 

 

 

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