As filed with the Securities and Exchange Commission on August 23, 2005
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Senomyx, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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33-0843840 |
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(State or Other Jurisdiction |
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(I.R.S. Employer Identification No.) |
11099 North Torrey Pines Road
La Jolla, CA 92037
(858) 646-8300
(Address of principal executive offices)
Senomyx, Inc. 2004 Equity Incentive Plan
Senomyx, Inc. 2004 Employee Stock Purchase Plan
(Full title of the plans)
Kent Snyder
President, Chief Executive Officer and Chairman
Senomyx, Inc.
11099 North Torrey Pines Road
La Jolla, CA 92037
(Name and Address of Agent for Service)
(858) 646-8300
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas A. Coll, Esq.
Cooley Godward LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To |
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Amount to Be |
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Proposed Maximum |
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Proposed Maximum |
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Amount of Registration Fee |
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Common Stock issuable under the 2004 Equity Incentive Plan (par value $0.001) |
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1,265,478 shares |
(3) |
$ |
18.04 |
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$ |
22,829,223.12 |
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$ |
2,687.00 |
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Common Stock issuable under the 2004 Employee Stock Purchase Plan (par value $0.001) |
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253,096 shares |
(4) |
$ |
18.04 |
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$ |
4,565,851.84 |
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$ |
537.40 |
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Total: |
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1,518,574 shares |
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N/A |
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$ |
27,395,074.96 |
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$ |
3,224.40 |
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “1933 Act”), this Registration Statement also registers any additional shares of the Registrant’s common stock, par value $0.001 (the “Common Stock”), as may become issuable under any of the plans as a result of any stock split, stock dividend, recapitalization or similar event.
(2) This estimate is made pursuant to Rule 457(e) and Rule 457(h)(1) of the 1933 Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on August 19, 2005, as reported on the Nasdaq National Market.
(3) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2004 Equity Incentive Plan (the “2004 EIP”) on January 1, 2005 pursuant to an “evergreen” provision contained in the 2004 EIP. Pursuant to such provision, on the first day of the Registrant’s fiscal year from 2005 until 2013, the number of shares authorized for issuance under the 2004 EIP is automatically increased by a number equal to the lesser of: five percent of the shares of Common Stock outstanding on December 31 of the preceding fiscal year; 1,700,000 shares of Common Stock; or a lesser number of shares of Common Stock that may be determined each year by the Registrant’s board of directors.
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2004 Employee Stock Purchase Plan (the “2004 ESPP”) on January 1, 2005 pursuant to an “evergreen” provision contained in the 2004 ESPP. Pursuant to such provision, on the first day of the Registrant’s fiscal year from 2005 until 2013, the number of shares authorized for issuance under the 2004 ESPP is automatically increased by a number equal to the lesser of: one percent of the shares of Common Stock outstanding on December 31 of the preceding fiscal year; 280,000 shares of Common Stock; or a lesser number of shares of Common Stock that may be determined each year by the Registrant’s board of directors.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-116893
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 plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2004 EIP and the 2004 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 25, 2004 (File No. 333-116893). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
Item 8. Exhibits
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Exhibit |
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4.1 |
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Amended and Restated Certificate of Incorporation. |
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4.2 |
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Amended and Restated Bylaws. |
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4.3 |
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Specimen Stock Certificate. |
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5.1 |
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Opinion of Cooley Godward LLP |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. |
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24.1 |
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Power of Attorney is contained on the signature pages. |
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99.1 |
* |
Senomyx, Inc. 2004 Equity Incentive Plan. |
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99.2 |
* |
Senomyx, Inc. 2004 Employee Stock Purchase Plan. |
* Filed as an exhibit to, and incorporated by reference herein from, the Registrant’s Registration Statement on Form S-1 originally filed on March 29, 2004, as amended. (File No. 333-113998)
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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 San Diego, State of California, on August 23, 2004.
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SENOMYX, INC. |
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By: |
/s/ Kent Snyder |
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Kent Snyder |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kent Snyder and John Poyhonen, 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, 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.
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Signature |
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Title |
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Date |
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/s/ Kent Snyder |
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President, Chief Executive Officer and Director |
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August 23, 2005 |
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Kent Snyder |
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/s/ John Poyhonen |
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Vice President and Chief Financial and Business Officer (Principal Financial and Accounting Officer) |
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August 23, 2005 |
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John Poyhonen |
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/s/ Stephen A. Block |
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Director |
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August 23, 2005 |
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Stephen A. Block, Esq. |
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/s/ Michael E. Herman |
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Director |
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August 23, 2005 |
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Michael E. Herman |
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/s/ Mark Leschly |
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Director |
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August 23, 2005 |
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Mark Leschly |
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/s/ David Schnell |
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Director |
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August 23, 2005 |
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David Schnell, M.D. |
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/s/ Jay M. Short |
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Director |
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August 23, 2005 |
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Jay M. Short, Ph.D. |
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/s/ Timothy J. Wollaeger |
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Director |
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August 23, 2005 |
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Timothy J. Wollaeger |
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3
EXHIBIT INDEX
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Exhibit |
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4.1 |
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Amended and Restated Certificate of Incorporation. |
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4.2 |
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Amended and Restated Bylaws. |
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4.3 |
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Specimen Stock Certificate. |
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5.1 |
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Opinion of Cooley Godward LLP |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. |
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24.1 |
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Power of Attorney is contained on the signature pages. |
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99.1 |
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Senomyx, Inc. 2004 Equity Incentive Plan. |
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99.2 |
* |
Senomyx, Inc. 2004 Employee Stock Purchase Plan. |
* Filed as an exhibit to, and incorporated by reference herein from, the Registrant’s Registration Statement on Form S-1 originally filed on March 29, 2004, as amended. (File No. 333-113998)
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