As filed with the Securities and Exhchange Commission on August 7, 2008
Registration No. 333-            

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

 

CYTOKINETICS, INCORPORATED

Delaware (State or other jurisdiction of incorporation or organization)		94-3291317 (I.R.S. Employer Identification Number)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

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, as amended, Common Stock $0.001 par value

2,000,000 shares

$

5.29

$

10,580,000

$

415.79

 

 

Statement Under General Instruction E
Registration of Additional Securities

          Unless as noted herein, the contents of Cytokinetics, Incorporated’s (the Company or the “Registrant”) Form S-8 Registration Statement (File No. 333-115146) are incorporated by reference into this Registration Statement.

PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents and information filed by the Company with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:

(1) The Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2007, as amended by the Form 10-K/A filed on April 8, 2008.

(2) The Company’s Definitive Proxy Statement on Schedule 14A, filed on April 2, 2008.

(3) The Company’s Quarterly Report filed on Form 10-Q for the fiscal quarter ended March 31, 2008.

(4) The Company’s Quarterly Report filed on Form 10-Q for the fiscal quarter ended June 30, 2008.

(5) The Company’s Current Reports on Form 8-K dated January 31, 2008, March 4, 2008, March 24, 2008, March 31, 2008, April 2, 2008, April 16, 2008, April 17, 2008, April 29, 2008, May 16, 2008, May 29, 2008, June 3, 2008, June 13, 2008, June 16, 2008, June 20, 2008 (as amended by the Form 8-K/A filed on June 20, 2008), June 25, 2008, June 30, 2008, and July 31, 2008.

(6) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed pursuant to the Exchange Act, as amended, and as declared effective on April 29, 2004.

          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which 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.

Item 5. Interests of Named Experts and Counsel.

          Certain members of Wilson Sonsini Goodrich & Rosati, Professional Corporation, and investment partnerships of which such persons are partners, beneficially own 431 shares of the Company’s Common Stock.

Item 8. Exhibits.

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 Company.
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 (2)		Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Company to Kingsbridge Capital Limited.
4.6 (2)		Registration Rights Agreement, dated October 28, 2005, by and between the Company and Kingsbridge Capital Limited.
4.7 (3)		Registration Rights Agreement, dated as of December 29, 2006, by and between the Company and Amgen Inc.
4.8 (5)		Warrant for the purchase of shares of common stock, dated October 15, 2007, issued by the Company to Kingsbridge Capital Limited.
4.9 (5)		Registration Rights Agreement, dated October 15, 2007, by and between the Company and Kingsbridge Capital Limited.

Exhibit
Number		Description
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
10.3 (6)		2004 Equity Incentive Plan (as amended and restated as of May 22, 2008).
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 signature page).

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 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;

          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 periodic 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 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.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant, Cytokinetics, Incorporated, a corporation organized and existing under the laws of the State of Delaware, 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 South San Francisco, State of California, on this 7th day of August 2008.

POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert I. Blum and Sharon Surrey-Barbari, jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may 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 below by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Robert I. Blum   Robert I. Blum		President, Chief Executive Officer and Director (Principal Executive Officer)		August 7, 2008
/s/ Sharon Barbari   Sharon Barbari		Chief Financial Officer (Principal Financial and Accounting Officer)		August 7, 2008
/s/ James Sabry.   James Sabry, M.D., Ph.D.		Chairman of the Board of Directors		August 7, 2008
/s/ Stephen Dow   Stephen Dow		Director		August 7, 2008
/s/ A. Grant Heidrich, III   A. Grant Heidrich, III		Director		August 7, 2008
/s/ Denise M. Gilbert, Ph.D.   Denise M. Gilbert, Ph.D.		Director		August 7, 2008
/s/ Mark McDade   Mark McDade		Director		August 7, 2008
Michael Schmertzler		Director
James Spudich, Ph.D.		Director

INDEX TO EXHIBITS

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 Company.
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 (2)		Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Company to Kingsbridge Capital Limited.
4.6 (2)		Registration Rights Agreement, dated October 28, 2005, by and between the Company and Kingsbridge Capital Limited.
4.7 (3)		Registration Rights Agreement, dated as of December 29, 2006, by and between the Company and Amgen Inc.
4.8 (5)		Warrant for the purchase of shares of common stock, dated October 15, 2007, issued by the Company to Kingsbridge Capital Limited.
4.9 (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 (6)		2004 Equity Incentive Plan (as amended and restated as of May 22, 2008).
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).