Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 64K Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 10K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
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 filer
ý
Accelerated
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. ¨
CALCULATION OF REGISTRATION FEE
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
–
2014 Equity Incentive Plan (the “2014 Plan”)
2,767,146
(2)
$
27.03
(4)
$
74,795,956.38
$
8,160.24
– 2014 Employee Stock Purchase Plan (the “2014 ESPP”)
300,000
(3)
$
22.98
(5)
$
6,894,000.00
$
752.14
Total
3,067,146
$
81,689,956.38
$
8,912.38
(1)
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that increases the number of outstanding shares of Common Stock, as applicable.
(2)
Represents 2,767,146 additional shares of Common Stock available for issuance as a result of the annual evergreen increase on January 1, 2021 under the 2014 Plan.
(3)
Represents
300,000 additional shares of Common Stock available for issuance as a result of the annual evergreen increase on January 1, 2021 under the 2014 ESPP.
(4)
Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $27.03 per share, which is the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on January 27, 2021, rounded up to the nearest cent.
(5)
Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely
for the purpose of calculating the registration fee on the basis of $22.98 per share, which is 85% of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on January 27, 2021, rounded up to the nearest cent.
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 3,067,146 additional
shares of Common Stock, comprised of: (i) 2,767,146 additional shares of Common Stock under 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 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
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.
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 January 28, 2021.
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.
