As filed with the Securities and Exchange Commission on August 7, 2012

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RIGEL PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

2011 Equity Incentive Plan

(Full title of the plans)

 

James M. Gower

Chairman of the Board and Chief Executive Officer

Rigel Pharmaceuticals, Inc.

1180 Veterans Boulevard

South San Francisco, California 94080

(650) 624-1100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

David Peinsipp

Cooley LLP

101 California Street, 5th Floor

San Francisco, California 94111-5800

(415) 693-2000

 

 

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

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price per Share (2)			Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee
Common Stock (par value $0.001)		600,000 shares		$	10.53		$	6,318,000		$	724.05

(1)                                  Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of common stock which become issuable under the plan covered hereby by reason of any stock split, stock dividend, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the registrant’s outstanding common stock.

 

(2)                                  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Global Market on August 3, 2012.

 

Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 600,000 shares of the registrant’s common stock to be issued pursuant to the Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

 

 

PART II

 

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENTS ON FORM S-8

 

The contents of the Registration Statement on Form S-8 (File No. 333-175977), previously filed with the Securities and Exchange Commission on August 2, 2011, are incorporated by reference herein.

 

EXHIBITS

 

Exhibit Number
4.1(1)		Amended and Restated Certificate of Incorporation of the Company.
4.2(2)		Certificate of Amendment of the Restated Certificate of Incorporation of the Company.
4.3(3)		Amended and Restated Bylaws of the Company.
4.4(4)		Specimen Common Stock Certificate of the Company.
5.1		Opinion of Cooley LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages to this Registration Statement.
99.1(5)		Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

 

(1)     Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

 

(2)     Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on May 29, 2012.

 

(3)     Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on February 2, 2007.

 

(4)     Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

 

(5)     Documents incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

 

II-1

 

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 South San Francisco, State of California, on August 7, 2012.

 

	RIGEL PHARMACEUTICALS, INC.
	By:	/s/ Ryan D. Maynard
		Ryan D. Maynard
		Executive Vice President and Chief Financial Officer

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Gower and Ryan D. Maynard, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act and all requirements of the SEC, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully 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 dates indicated.

 

Signature		Title		Date
/s/ James M. Gower		Chairman of the Board, Chief Executive Officer and Director		August 7, 2012
James M. Gower		(Principal Executive Officer)
/s/ Ryan D. Maynard		Executive Vice President and Chief Financial Officer		August 7, 2012
Ryan D. Maynard		(Principal Financial and Accounting Officer)
/s/ Donald G. Payan		Executive Vice President, President of Discovery and Research, and Director		August 7, 2012
Donald G. Payan
/s/ Bradford S. Goodwin		Director		August 7, 2012
Bradford S. Goodwin
/s/ Gary A. Lyons		Director		August 7, 2012
Gary A. Lyons

 

II-2

 

/s/ Walter H. Moos		Director		August 7, 2012
Walter H. Moos
/s/ Hollings C. Renton		Director		August 7, 2012
Hollings C. Renton
/s/ Peter S. Ringrose		Director		August 7, 2012
Peter S. Ringrose
/s/ Stephen A. Sherwin		Director		August 7, 2012
Stephen A. Sherwin

 

II-3

 

EXHIBITS

 

Exhibit Number
4.1(1)		Amended and Restated Certificate of Incorporation of the Company.
4.2(2)		Certificate of Amendment of the Restated Certificate of Incorporation of the Company.
4.3(3)		Amended and Restated Bylaws of the Company.
4.4(4)		Specimen Common Stock Certificate of the Company.
5.1		Opinion of Cooley LLP.
23.1		Consent of Independent Registered Public Accounting Firm.
23.2		Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1		Power of Attorney is contained on the signature pages to this Registration Statement.
99.1(5)		Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

 

(1)     Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

 

(2)     Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on May 29, 2012.

 

(3)     Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on February 2, 2007.

 

(4)     Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

 

(5)     Documents incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.