Delaware | 94-3291317 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed | Proposed | |||||||||||||
Title of | Maximum | Maximum | Maximum | |||||||||||
Securities | Amount | Offering | Aggregate | Amount of | ||||||||||
to be | to be | Price Per | Offering | Registration | ||||||||||
Registered | Registered (1) | Share (2) | Price | Fee | ||||||||||
2004 Equity Incentive Plan,
Common Stock $0.001 par value |
1,500,000 shares | $3.22 | $4,830,000 | $189.82 | ||||||||||
(1) | Represents an additional 1,500,000 shares of Common Stock available for issuance under the Companys 2004 Equity Incentive Plan, as a result of provisions in the Companys 2004 Equity Incentive Plan that allow automatic annual increases of Common Stock available for issuance under such plan. | |
(2) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Market on March 12, 2008. |
Exhibit | ||
Number | Description | |
4.1 (4)
|
Specimen Common Stock Certificate. | |
4.2 (1)
|
Fourth Amended and Restated Investors Rights Agreement, dated March 21, 2003, by and among the Company and certain stockholders of the Registrant. | |
4.3 (1)
|
Master Security Agreement, dated February 2, 2001, by and between the Company and General Electric Capital Corporation. | |
4.4 (1)
|
Cross-Collateral and Cross-Default Agreement by and between the Company and General Electric Capital Corporation. | |
4.5 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to Bristow Investments, L.P. | |
4.6 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to the Laurence and Magdalena Shushan Family Trust. | |
4.7 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to Slough Estates USA Inc. | |
4.8 (2)
|
Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Company to Kingsbridge Capital Limited. | |
4.9 (2)
|
Registration Rights Agreement, dated October 28, 2005, by and between the Company and Kingsbridge Capital Limited. | |
4.10 (3)
|
Registration Rights Agreement, dated as of December 29, 2006, by and between the Company and Amgen Inc. | |
4.11 (5)
|
Warrant for the purchase of shares of common stock, dated October 15, 2007, issued by the Company to Kingsbridge Capital Limited. | |
4.12 (5)
|
Registration Rights Agreement, dated October 15, 2007, by and between the Company and Kingsbridge Capital Limited. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
10.3 (1)
|
2004 Equity Incentive Plan. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). | |
24.1
|
Power of Attorney (see page signature page). |
(1) | Incorporated by reference from the Companys registration statement on Form S-1, registration number 333-112261, declared effective by the Securities and Exchange Commission on April 29, 2004. | |
(2) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 20, 2006. | |
(3) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 3, 2007. | |
(4) | Incorporated by reference from the Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2007. | |
(5) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2007. |
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 the 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 a 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% 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; |
(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 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 the 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 as 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 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. |
CYTOKINETICS, INCORPORATED |
||||
By: | /s/ Robert I. Blum | |||
Robert I. Blum | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
Signature | Title | Date | ||
/s/ Robert I. Blum
|
President, Chief Executive Officer and Director (Principal Executive Officer) | March 14, 2008 | ||
/s/ Sharon Surrey-Barbari
|
Chief Financial Officer (Principal Financial and Accounting Officer) | March 14, 2008 | ||
/s/ James Sabry.
|
Executive Chairman and Director | March 14, 2008 | ||
/s/ Stephen Dow
|
Director | March 14, 2008 | ||
/s/ A. Grant Heidrich, III
|
Director | March 14, 2008 | ||
/s/ Charles Homcy, M.D.
|
Director | March 14, 2008 | ||
/s/ Mark McDade
|
Director | March 14, 2008 | ||
/s/ Michael Schmertzler
|
Director | March 14, 2008 | ||
/s/ James Spudich, Ph.D.
|
Director | March 14, 2008 |
Exhibit | ||
Number | Description | |
4.1 (4)
|
Specimen Common Stock Certificate. | |
4.2 (1)
|
Fourth Amended and Restated Investors Rights Agreement, dated March 21, 2003, by and among the Company and certain stockholders of the Registrant. | |
4.3 (1)
|
Master Security Agreement, dated February 2, 2001, by and between the Company and General Electric Capital Corporation. | |
4.4 (1)
|
Cross-Collateral and Cross-Default Agreement by and between the Company and General Electric Capital Corporation. | |
4.5 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to Bristow Investments, L.P. | |
4.6 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to the Laurence and Magdalena Shushan Family Trust. | |
4.7 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Company to Slough Estates USA Inc. | |
4.8 (2)
|
Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Company to Kingsbridge Capital Limited. | |
4.9 (2)
|
Registration Rights Agreement, dated October 28, 2005, by and between the Company and Kingsbridge Capital Limited. | |
4.10 (3)
|
Registration Rights Agreement, dated as of December 29, 2006, by and between the Company and Amgen Inc. | |
4.11 (5)
|
Warrant for the purchase of shares of common stock, dated October 15, 2007, issued by the Company to Kingsbridge Capital Limited. | |
4.12 (5)
|
Registration Rights Agreement, dated October 15, 2007, by and between the Company and Kingsbridge Capital Limited. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
10.3 (1)
|
2004 Equity Incentive Plan. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). | |
24.1
|
Power of Attorney (see page signature page). |
(1) | Incorporated by reference from the Companys registration statement on Form S-1, registration number 333-112261, declared effective by the Securities and Exchange Commission on April 29, 2004. | |
(2) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 20, 2006. | |
(3) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 3, 2007. | |
(4) | Incorporated by reference from the Companys Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2007. | |
(5) | Incorporated by reference from the Companys Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 15, 2007. |