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Revance Therapeutics, Inc. – ‘S-8’ on 2/28/22

On:  Monday, 2/28/22, at 5:06pm ET   ·   Effective:  2/28/22   ·   Accession #:  1479290-22-36   ·   File #:  333-263099

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/22  Revance Therapeutics, Inc.        S-8         2/28/22    5:197K

Registration Statement – Securities for an Employee Benefit Plan   —   Form S-8   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement - Securities for an          HTML     50K 
                Employee Benefit Plan                                            
 3: EX-5.1      Opinion of Counsel re: Legality                     HTML     10K 
 4: EX-23.1     Consent of Expert or Counsel                        HTML      6K 
 2: EX-FILING FEES  Filing Fees                                     HTML     14K 
 5: EX-99.2     Miscellaneous Exhibit                               HTML     44K 


‘S-8’   —   Registration Statement – Securities for an Employee Benefit Plan

Document Table of Contents

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11st Page  –  Filing Submission
"Power of Attorney. Reference is made to the signature page of this Registration Statement

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As filed with the Securities and Exchange Commission on February 28, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Revance Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0551645
(I.R.S. Employer
Identification No.)
1222 Demonbreun Street, Suite 2000
Nashville, Tennessee

(Address of Principal Executive Offices)
37203
(Zip Code)
_____________________________________
Revance Therapeutics, Inc. 2014 Equity Incentive Plan
Revance Therapeutics, Inc. 2014 Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________
Mark J. Foley
Chief Executive Officer
Revance Therapeutics, Inc.
1222 Demonbreun Street, Suite 2000
Nashville, Tennessee 37203
(Name and address of agent for service)
(615) 724-7755
(Telephone number, including area code, of agent for service)
_____________________________________
Copies to:
Gordon K. Ho
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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 filerýAccelerated filer¨
Non-accelerated filer¨Smaller reporting company¨
Emerging growth company¨
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. ¨



EXPLANATORY NOTE AND GENERAL INSTRUCTION E INFORMATION

Revance Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 3,163,362 additional shares of Common Stock, comprised of: (i) 2,863,362 additional shares of Common Stock under the 2014 Equity Incentive Plan (the “2014 Plan”), pursuant to the provisions of the 2014 Plan providing for an automatic annual increase in the number of shares of Common Stock reserved and available for issuance under the 2014 Plan and (ii) 300,000 additional shares of Common Stock under the 2014 Employee Stock Purchase Plan (the “2014 ESPP”), pursuant to the provisions of 2014 ESPP providing for an automatic annual increase in the number of shares of Common Stock reserved and available for issuance under the 2014 ESPP.
The Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 of the Registrant relating to the same employee benefit plans set forth herein are effective. Pursuant to General Instruction E to Form S-8, Registrant’s Form S-8 Registration Statements filed with the SEC on January 29, 2021 (File No. 333-252526), January 21, 2020 (File No. 333-235994), February 28, 2019 (File No. 333-229977), March 2, 2018 (File No. 333-223433), February 28, 2017 (File No. 333-216342), March 4, 2016 (File No. 333-209949), April 3, 2015 (File No. 333-203235) and February 14, 2014 (File No. 333-193963) relating to the 2014 Plan and 2014 ESPP are each incorporated by reference herein.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the SEC are incorporated by reference into this Registration Statement:
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 28, 2022;

(b)
The Registrant’s Current Reports on Form 8-K filed with the SEC on January 18, 2022, and February 7, 2022 and February 28, 2022 (only with respect to Item 5.02); and

(c)
The description of the Registrant’s Common Stock contained in the registration statement on Form 8-A registering the Registrant’s Common Stock under Section 12 of the Exchange Act filed with the SEC on February 4, 2014, including any amendments or reports filed for purposes of updating such description.


All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.



ITEM 8. EXHIBITS
The exhibits to this Registration Statement are listed below.
Exhibit Number
Exhibit Description
FormFile No.Exhibit No.Filed On
4.18-K001-362973.1February 11, 2014
4.28-K001-362973.1May 7, 2021
4.38-K001-362973.1December 22, 2021
4.4S-1/A333-1931544.4February 3, 2014
4.58-K001-362974.1February 14, 2020
4.68-K001-362974.2February 14, 2020
5.1X
23.1X
23.2X
24.1X
99.1S-1/A333-19315410.5January 27, 2014
99.2X
99.310-Q001-3629710.3November 10, 2015
99.410-K001-3629710.6February 25, 2021
99.5S-1/A333-19315410.7January 27, 2014
107X



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Nashville, State of Tennessee on February 28, 2022.


REVANCE THERAPEUTICS, INC.
By:/s/ Mark J. Foley
Mark J. Foley
Chief Executive Officer




POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark J. Foley, Tobin C. Schilke, and Dwight Moxie and each or any one 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 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 in connection therewith, 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 any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SignaturesTitleDate
/s/ Mark J. FoleyChief Executive Officer and DirectorFebruary 28, 2022
Mark J. Foley(Principal Executive Officer)
/s/ Tobin C. SchilkeChief Financial OfficerFebruary 28, 2022
Tobin C. Schilke(Principal Financial and Accounting Officer)
/s/ Angus C. RussellDirector, ChairmanFebruary 28, 2022
Angus C. Russell
/s/ Jill BeraudDirectorFebruary 28, 2022
Jill Beraud
/s/ Julian S. GangolliDirectorFebruary 28, 2022
Julian S. Gangolli
/s/ Carey O’Connor KolajaDirectorFebruary 28, 2022
Carey O’Connor Kolaja
/s/ Chris NoletDirectorFebruary 28, 2022
Chris Nolet
/s/ Aubrey RankinDirectorFebruary 28, 2022
Aubrey Rankin
/s/ Philip J. Vickers, Ph.D.DirectorFebruary 28, 2022
Philip J. Vickers, Ph.D.
/s/ Olivia C. WareDirectorFebruary 28, 2022
Olivia C. Ware




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:2/28/2210-K,  8-K
12/31/2110-K,  4,  DEF 14A
12/22/218-K
5/7/214,  8-K
2/25/2110-K
2/14/208-K,  SC 13G/A
11/10/1510-Q
2/11/144,  8-K
2/4/148-A12B,  CERTNAS,  CORRESP
2/3/148-A12B,  S-1/A
1/27/14S-1/A
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/29/24  Revance Therapeutics, Inc.        S-8         2/29/24    4:123K
 2/28/24  Revance Therapeutics, Inc.        10-K       12/31/23  110:12M
 2/28/23  Revance Therapeutics, Inc.        S-8         2/28/23    5:192K
 2/28/23  Revance Therapeutics, Inc.        10-K       12/31/22  109:14M
 5/10/22  Revance Therapeutics, Inc.        10-Q        3/31/22   82:9M                                     Donnelley … Solutions/FA


21 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/22  Revance Therapeutics, Inc.        10-K       12/31/21  106:12M
 2/28/22  Revance Therapeutics, Inc.        8-K:2,5,9   2/25/22   11:353K
 2/07/22  Revance Therapeutics, Inc.        8-K:5       2/02/22   10:172K
 1/18/22  Revance Therapeutics, Inc.        8-K:8       1/14/22   10:163K
12/22/21  Revance Therapeutics, Inc.        8-K:5,9    12/17/21   11:385K
 5/07/21  Revance Therapeutics, Inc.        8-K:5,9     5/05/21   13:192K
 2/25/21  Revance Therapeutics, Inc.        10-K       12/31/20  109:12M
 1/29/21  Revance Therapeutics, Inc.        S-8         1/29/21    3:137K
 2/14/20  Revance Therapeutics, Inc.        8-K:1,2,3,8 2/11/20   14:1.4M                                   Donnelley … Solutions/FA
 1/21/20  Revance Therapeutics, Inc.        S-8         1/21/20    3:141K
 2/28/19  Revance Therapeutics, Inc.        S-8         2/28/19    3:143K
 3/02/18  Revance Therapeutics, Inc.        S-8         3/02/18    3:126K
 2/28/17  Revance Therapeutics, Inc.        S-8         2/28/17    3:116K
 3/04/16  Revance Therapeutics, Inc.        S-8         3/04/16    3:155K
11/10/15  Revance Therapeutics, Inc.        10-Q        9/30/15   66:5.6M
 4/03/15  Revance Therapeutics, Inc.        S-8         4/03/15    3:150K                                   Workiva Inc Wde… FA01/FA
 2/14/14  Revance Therapeutics, Inc.        S-8         2/14/14    3:91K                                    Donnelley … Solutions/FA
 2/11/14  Revance Therapeutics, Inc.        8-K:5,9     2/11/14    2:49K                                    Donnelley … Solutions/FA
 2/04/14  Revance Therapeutics, Inc.        8-A12B                 1:14K                                    Donnelley … Solutions/FA
 2/03/14  Revance Therapeutics, Inc.        S-1/A                  5:4.8M                                   Donnelley … Solutions/FA
 1/27/14  Revance Therapeutics, Inc.        S-1/A¶                22:5.2M                                   Donnelley … Solutions/FA
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Filing Submission 0001479290-22-000036   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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