FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
EXELIXIS, INC. (Exact name of registrant as specified in its charter) |
Delaware | 04-3257395 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
210 East Grand Ave. South San Francisco, CA 94080 (Address of Principal Executive Offices, including Zip Code) |
Copies to: | |
Jeffrey J. Hessekiel | Kenneth L. Guernsey |
Executive Vice President, General Counsel and Secretary | Cooley LLP |
Exelixis, Inc. | 101 California Street, 5th Floor |
210 East Grand Ave. | San Francisco, CA 94111 |
South San Francisco, CA 94080 |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Title 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 (par value $0.001 per share) | 10,494,555 | $ 2.775 (2) | $ 29,122,391 (2) | $3,385 |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock on April 28, 2015, as reported on the NASDAQ Global Select Market. |
• | The Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2015, filed on March 2, 2015; |
• | The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2015, filed on April 30, 2015; |
• | The Company’s Current Reports on Form 8-K filed on February 11, 2015 and March 9, 2015; |
• | The Company's Current Report on Form 8-K/A filed on April 30, 2015; and |
• | The description of the Company’s common stock that is contained in the Company’s Registration Statement on Form 8-A (File No. 000-30235), filed with the Commission on April 6, 2000, pursuant to Section 12 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
Exhibit Number | Exhibit Description | Incorporation by Reference | Filed Herewith | |||||||||
Form | File Number | Exhibit/ Appendix Reference | Filing Date | |||||||||
4.1 | Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 10-K | 000-30235 | 3.1 | 3/10/2010 | |||||||
4.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 10-K | 000-30235 | 3.2 | 3/10/2010 | |||||||
4.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 5/25/2012 | |||||||
4.4 | Certificate of Ownership and Merger Merging X-Ceptor Therapeutics, Inc. with and into Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 10/15/2014 | |||||||
4.5 | Certificate of Change of Registered Agent and/or Registered Office of Exelixis, Inc. | 8-K | 000-30255 | 3.2 | 10/15/2014 | |||||||
4.6 | Amended and Restated Bylaws of Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 12/5/2011 | |||||||
4.7 | Specimen Common Stock Certificate. | S-1, as amended | 333-96335 | 4.1 | 4/7/2000 | |||||||
5.1 | Opinion of Cooley LLP. | X | ||||||||||
23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
23.2 | Consent of Cooley LLP. (see Exhibit 5.1) | X | ||||||||||
99.1 | 2014 Equity Incentive Plan. | 8-K | 000-30235 | 10.1 | 5/29/14 |
By: | /s/ MICHAEL M. MORRISSEY |
Signatures | Title | Date | ||
/s/ MICHAEL M. MORRISSEY | Director, President and | April 30, 2015 | ||
Michael M. Morrissey, Ph.D. | Chief Executive Officer (Principal Executive Officer) | |||
/s/ DEBORAH BURKE | Senior Vice President and | April 30, 2015 | ||
Deborah Burke | Chief Financial Officer (Principal Financial and Accounting Officer) | |||
/s/ STELIOS PAPADOPOULOS | Chairman of the Board | April 30, 2015 | ||
Stelios Papadopoulos, Ph.D. | ||||
/s/ CHARLES COHEN | Director | April 30, 2015 | ||
Charles Cohen, Ph.D. | ||||
/s/ CARL B. FELDBAUM | Director | April 30, 2015 | ||
Carl B. Feldbaum, Esq. | ||||
/s/ ALAN M. GARBER | Director | April 30, 2015 | ||
Alan M. Garber, M.D., Ph.D. | ||||
/s/ VINCENT T. MARCHESI | Director | April 30, 2015 | ||
Vincent T. Marchesi, M.D., Ph.D. | ||||
/s/ GEORGE POSTE | Director | April 30, 2015 | ||
George Poste, D.V.M., Ph.D., FRS | ||||
/s/ GEORGE A. SCANGOS | Director | April 30, 2015 | ||
George A. Scangos, Ph.D. | ||||
/s/ LANCE WILLSEY | Director | April 30, 2015 | ||
Lance Willsey, M.D. | ||||
/s/ JACK L. WYSZOMIERSKI | Director | April 30, 2015 | ||
Jack L. Wyszomierski |
Exhibit Number | Exhibit Description | Incorporation by Reference | Filed Herewith | |||||||||
Form | File Number | Exhibit/ Appendix Reference | Filing Date | |||||||||
4.1 | Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 10-K | 000-30235 | 3.1 | 3/10/2010 | |||||||
4.2 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 10-K | 000-30235 | 3.2 | 3/10/2010 | |||||||
4.3 | Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 5/25/2012 | |||||||
4.4 | Certificate of Ownership and Merger Merging X-Ceptor Therapeutics, Inc. with and into Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 10/15/2014 | |||||||
4.5 | Certificate of Change of Registered Agent and/or Registered Office of Exelixis, Inc. | 8-K | 000-30255 | 3.2 | 10/15/2014 | |||||||
4.6 | Amended and Restated Bylaws of Exelixis, Inc. | 8-K | 000-30235 | 3.1 | 12/5/2011 | |||||||
4.7 | Specimen Common Stock Certificate. | S-1, as amended | 333-96335 | 4.1 | 4/7/2000 | |||||||
5.1 | Opinion of Cooley LLP. | X | ||||||||||
23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
23.2 | Consent of Cooley LLP. (see Exhibit 5.1) | X | ||||||||||
99.1 | 2014 Equity Incentive Plan. | 8-K | 000-30235 | 10.1 | 5/29/14 |