As filed with the Securities and Exchange Commission on March 2, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RECRO PHARMA, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 26-1523233 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 490 Lapp Road Malvern, Pennsylvania |
19355 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
RECRO PHARMA, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN
(Full title of the plan)
Gerri A. Henwood
President and Chief Executive Officer
Recro Pharma, Inc.
490 Lapp Road
Malvern, PA 19355
(Name and address of agent for service)
(484) 395-2470
(Telephone number, including area code, of agent for service)
with a copy to:
Rachael M. Bushey, Esq.
Jennifer L. Porter, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103
(215) 981-4331
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 | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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
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| Title of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share (2) |
Proposed Offering Price (2) |
Amount of Registration Fee | ||||
| Common Stock, par value $0.01 per share |
956,341 shares | $8.79 | $8,406,237.39 | $1,046.58 | ||||
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| (1) | Represents shares of common stock, $0.01 par value per share, of the Registrant (the “ Common Stock”) that were added to the shares authorized for issuance under the Recro Pharma, Inc. Amended and Restated Equity Incentive Plan (the “Plan”), on December 1, 2017 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on December 1 of each year, the Board of Directors may approve an increase to number of shares authorized for issuance under the Plan of up to five percent (5%) of the issued and outstanding Common Stock. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant. |
| (2) | This estimate is made pursuant to Rule 457(h) of the Securities Act. The price shown is based upon the average of the high and low prices reported for the common stock on the NASDAQ Capital Market on February 26, 2018. |
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 956,341 shares of common stock, $0.01 par value per share (the “Common Stock”), of Recro Pharma, Inc. (the “Registrant”) that were added to the shares authorized for issuance under the Recro Pharma, Inc. Amended and Restated Equity Incentive Plan (the “Plan”) for which Registration Statements on Form S-8 relating to the same employee benefit plan are effective.
The Registrant previously filed Registration Statements on Form S-8 (File Nos. 333-194730, 333-206309, 333- 208749 and 333-216579) with the Securities and Exchange Commission (the “Commission”) to register 3,080,396 shares of Common Stock that were authorized for issuance under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 4,036,737 shares of Common Stock will be registered for issuance from time to time under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 (File Nos. 333-194730, 333-206309, 333- 208749 and 333-216579) filed with the Commission on March 21, 2014, August 12, 2015, December 23, 2015 and March 9, 2017 are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents of the Registrant filed with the Commission are incorporated by reference in this Registration Statement as of their respective dates:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on March 2, 2018; |
| (b) | The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed on January 8, 2018 (Film No. 18514608), January 8, 2018 (Film No. 18514903), and February 7, 2018; and |
| (d) | The description of the Registrant’s common stock contained in the Registrant’s Form 8-A filed with the Commission on March 4, 2014 (Registration No. 001-36329) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of further updating such description. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained herein or in a document, all or a portion of which is 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 other subsequently filed document which also is or 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 amended, to constitute a part of this Registration Statement.
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| Item 8. | Exhibits. |
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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 Malvern, Pennsylvania, on the 2nd of March, 2018.
| RECRO PHARMA, INC. | ||
| By: | /s/ Gerri A. Henwood | |
| Name: | Gerri A. Henwood | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
We, the undersigned officers and directors of Recro Pharma, Inc., hereby severally constitute and appoint Gerri A. Henwood and Ryan D. Lake, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in her or him for her or him and in her or his name, place and stead, and 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her or his substitute or substitutes, 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 by the following persons in the capacities held on the dates indicated.
| Signature | Title | Date | ||
| /s/ Gerri A. Henwood |
President, Chief Executive Officer and Director | March 2, 2018 | ||
| Gerri A. Henwood | (Principal Executive Officer) | |||
| /s/ Ryan D. Lake |
Chief Financial Officer | March 2, 2018 | ||
| Ryan D. Lake | (Principal Financial and Accounting Officer) | |||
| /s/ Alfred Altomari |
Director | March 2, 2018 | ||
| Alfred Altomari | ||||
| /s/ William L. Ashton |
Director | March 2, 2018 | ||
| William L. Ashton | ||||
| /s/ Michael Berelowitz |
Director | March 2, 2018 | ||
| Michael Berelowitz | ||||
| /s/ Winston J. Churchill |
Director | March 2, 2018 | ||
| Winston J. Churchill | ||||
| /s/ Karen A. Flynn |
Director | March 2, 2018 | ||
| Karen A. Flynn | ||||
| /s/ Bryan M. Reasons |
Director | March 2, 2018 | ||
| Bryan M. Reasons | ||||
| /s/ Wayne B. Weisman |
Director | March 2, 2018 | ||
| Wayne B. Weisman | ||||
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