As filed with the Securities and Exchange Commission on June 30, 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
INCYTE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-3136539 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
|
1801 Augustine Cut-Off Wilmington, Delaware |
19803 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
|
INCYTE CORPORATION AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (Full title of the plan) | ||
| HERVÉ HOPPENOT | Copy to: | |
| President and Chief Executive Officer | STANTON D. WONG | |
| Incyte Corporation | Pillsbury Winthrop Shaw Pittman LLP | |
|
1801 Augustine Cut-Off Wilmington, Delaware (302) 498-6700 |
Four Embarcadero Center, 22nd Floor San Francisco, California 94111 (415) 983-1000 | |
|
(Name, address and telephone number, including area code, of agent for service) |
||
| 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. |
| Large accelerated filer x | Accelerated filer ¨ | |
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting 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. ¨
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.
The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission on June 15, 2010 (File No. 333-167526), June 15, 2011 (File No. 333-174918), June 19, 2012 (File No. 333-182218), June 18, 2013 (File No. 333-189424), August 6, 2014 (File No. 333-197907), June 17, 2016 (File No. 333-212104), May 24, 2018 (File No. 333-225181), April 30, 2019 (File No. 333-231129), and June 11, 2021 (File No. 333-257041) are hereby incorporated by reference.
Part II
Information Required in the Registration Statement
| Item 3. | Incorporation of Documents by Reference. |
The following documents previously filed by Registrant with the Securities and Exchange Commission are hereby incorporated by reference in this Registration Statement:
| (1) | Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022; |
| (2) | Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023; |
| (3) | Registrant’s Current Reports on Form 8-K filed on May 8, 2023 and June 15, 2023; and |
| (4) | The description of the Common Stock contained in Registrant’s Registration Statement on Form 8-A filed January 5, 1996. |
In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 a part hereof from the date of filing of such documents. The Registrant is not, however, incorporating, in each case, any documents or information that the Registrant is deemed to furnish and not file in accordance with Securities and Exchange Commission rules.
| Item 8. | Exhibits |
| 1 |
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 Wilmington, State of Delaware, on June 30, 2023.
| INCYTE CORPORATION | ||
| By | /s/ Hervé Hoppenot | |
| Hervé Hoppenot | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hervé Hoppenot, Christiana Stamoulis, and Maria E. Pasquale, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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 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, as fully to 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 his or her substitute or 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 by the following persons in the capacities and on the date indicated:
|
Signature |
Title |
Date | ||
| /s/ Hervé Hoppenot | President and Chief Executive Officer (Principal Executive Officer) and Chairman | June 30, 2023 | ||
| Hervé Hoppenot | ||||
| /s/ Christiana Stamoulis | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | June 30, 2023 | ||
| Christiana Stamoulis | ||||
| /s/ Thomas R. Tray | Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 30, 2023 | ||
| Thomas R. Tray | ||||
| /s/ Julian C. Baker | Director | June 30, 2023 | ||
| Julian C. Baker | ||||
| /s/ Jean-Jacques Bienaimé | Director | June 30, 2023 | ||
| Jean-Jacques Bienaimé | ||||
| /s/ Otis W. Brawley | Director | June 30, 2023 | ||
| Otis W. Brawley | ||||
| /s/ Paul J. Clancy | Director | June 30, 2023 | ||
| Paul J. Clancy |
| 2 |
| /s/ Jacqualyn A. Fouse | Director | June 30, 2023 | ||
| Jacqualyn A. Fouse | ||||
| /s/ Edmund P. Harrigan | Director | June 30, 2023 | ||
| Edmund P. Harrigan | ||||
| /s/ Katherine A. High | Director | June 30, 2023 | ||
| Katherine A. High | ||||
| /s/ Susanne Schaffert | Director | June 30, 2023 | ||
| Susanne Schaffert |
| 3 |
Exhibit 5.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
Four Embarcadero Center, 22nd Floor
San Francisco, California 94111
June 30, 2023
Incyte Corporation
1801 Augustine Cut-Off
Wilmington, Delaware 19803
Ladies and Gentlemen:
We are acting as counsel for Incyte Corporation, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”) relating to the registration of 12,500,000 shares (the “Shares”) of the Company’s Common Stock, $.001 par value per share, issuable pursuant to the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan (the “Plan”).
We have reviewed the Registration Statement, the Plan and such other documents, records, certificates and other materials, and have reviewed and are familiar with such corporate proceedings and satisfied ourselves as to such other matters, as we have considered relevant or necessary as a basis for our opinions set forth in this letter. In such review, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons.
On the basis of the assumptions and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in accordance with the Plan, will be validly issued, fully paid and nonassessable.
Our opinions set forth in this letter are limited to the General Corporation Law of the State of Delaware, as in effect on the date hereof.
We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Pillsbury Winthrop Shaw Pittman LLP
1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Incyte Corporation Amended and Restated 2010 Stock Incentive Plan of our reports dated February 7, 2023, with respect to the consolidated financial statements of Incyte Corporation and the effectiveness of internal control over financial reporting of Incyte Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 30, 2023
| 1 |
Exhibit 107.1
Calculation of Filing Fee Tables
S-8
(Form Type)
INCYTE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security |
Security |
Fee |
Amount |
Proposed |
Maximum |
Fee Rate |
Amount of |
| Equity | Common Stock, $.001 par value per share | Rule 457(h)(1) | 12,500,000 shares | $62.16 | $777,000,000.00 | $0.0001102 | $85,625.40 |
| Total Offering Amounts | $777,000,000.00 | $85,625.40 | |||||
| Total Fee Offsets | N/A | ||||||
| Net Fee Due | $85,625.40 | ||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1), based upon the average of the high and low sales prices of the Registrant’s Common Stock on The Nasdaq Stock Market on June 26, 2023. |
| (2) | The Registrant is not relying on Rule 457(p) under the Securities Act to offset any of the filing fee due with respect to the Registration Statement to which this exhibit relates and, accordingly, Table 2 has been omitted. |
1