As filed with the Securities and Exchange Commission on June 18, 2015

Registration No. 333 -            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

INTRA-CELLULAR THERAPIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		36-4742850
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

430 East 29th Street

New York, New York 10016

(212) 923-3344

(Address, including zip code, of principal executive offices)

INTRA-CELLULAR THERAPIES, INC.

AMENDED AND RESTATED 2013 EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Sharon Mates, Ph.D.

Chairman, President and Chief Executive Officer

Intra-Cellular Therapies, Inc.

430 East 29th Street

New York, New York 10016

(212) 923-3344

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

 

 

Copies to:

William C. Hicks, Esq.

Scott A. Samuels, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

Facsimile: (617) 542-2241

 

 

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		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

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 $0.0001 per share		3,900,000 shares		$17.57 - $28.41		$109,319,276		$12,703

(1)

The number of shares of common stock, par value $0.0001 per share (“Common Stock”), of Intra-Cellular Therapies, Inc. (the “Registrant”), stated above consists of the aggregate number of additional shares which may be sold (i) upon the exercise of options which have been granted under the Intra-Cellular Therapies, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Plan”) (136,506 shares), and (ii) upon the exercise of options or issuance of stock-based awards which may hereafter be granted under the 2013 Plan (3,763,494 shares). The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2013 Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the 2013 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price (a) for outstanding options granted under the 2013 Plan are based upon the weighted-average exercise price of such outstanding options, and (b) for shares reserved for future grant or issuance under the 2013 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on The NASDAQ Global Select Market, as of a date (June 12, 2015) within five business days prior to filing this Registration Statement. The chart below details the calculations of the registration fee:

 

Securities		Number of Shares		Offering Price Per Share (2)		Aggregate Offering Price
Shares issuable upon the exercise of outstanding options granted under the 2013 Plan		136,506 (3)		$17.57 (2)(a)		$2,398,411
Shares reserved for future grant under the 2013 Plan		3,763,494 (3)		$28.41 (2)(b)		$106,920,865
Proposed Maximum Aggregate Offering Price						$109,319,276
Registration Fee						$12,703

(3)

Consists of (i) 800,000 shares of Common Stock reserved for issuance under the 2013 Plan as a result of the automatic increase in shares reserved under the 2013 Plan effective January 1, 2015 pursuant to evergreen provisions (of which 136,506 shares are subject to options which have been granted under the 2013 Plan, none of which have been exercised), and (ii) 3,100,000 shares of Common Stock reserved for issuance under the 2013 Plan as a result of the increase in shares reserved under the 2013 Plan approved by the Registrant’s stockholders at the Registrant’s 2015 Annual Meeting of Stockholders.

 

 

 

---

EXPLANATORY NOTE

This Registration Statement registers an aggregate of 3,900,000 additional shares of the Registrant’s common stock reserved under the Intra-Cellular Therapies, Inc. Amended and Restated Equity Incentive Plan (the “2013 Plan”), consisting of (i) an increase of 800,000 shares reserved under the 2013 Plan effective January 1, 2015 by operation of the 2013 Plan’s “evergreen” provision; and (ii) an increase of 3,100,000 shares reserved under the 2013 Plan approved by the Registrant’s stockholders at the Registrant’s 2015 Annual Meeting of Stockholders. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-193310). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-193310) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

 

2

---

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The Index to Exhibits immediately preceding the exhibits is incorporated herein by reference.

 

3

---

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York on June 18, 2015.

 

Each person whose signature appears below constitutes and appoints Sharon Mates, Ph.D., Lawrence J. Hineline and Michael I. Halstead, and each of them singly, her or his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, 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 on Form S-8 of Intra-Cellular Therapies, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or 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 the attorneys-in-fact and agents or any of each of them or their 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/    Sharon Mates, Ph.D.		Chairman, President and Chief Executive Officer (principal executive officer)		June 18, 2015
Sharon Mates, Ph.D.
/s/    Lawrence J. Hineline		Vice President of Finance and Chief Financial Officer (principal financial officer and principal accounting officer)		June 18, 2015
Lawrence J. Hineline
/s/    Christopher Alafi, Ph.D.		Director		June 18, 2015
Christopher Alafi, Ph.D.
/s/    Richard Lerner, M.D.		Director		June 18, 2015
Richard Lerner, M.D.
/s/    Joel S. Marcus		Director		June 18, 2015
Joel S. Marcus
/s/    Rory B. Riggs		Director		June 18, 2015
Rory B. Riggs
/s/    Robert L. Van Nostrand		Director		June 18, 2015
Robert L. Van Nostrand

 

4

---

Intra-Cellular Therapies, Inc.

INDEX TO EXHIBITS FILED WITH

FORM S-8 REGISTRATION STATEMENT 

 

Exhibit Number

Exhibit Description

Filed Herewith

Incorporated by Reference herein from Form or Schedule

Filing Date

SEC File/ Reg. Number

4.1

Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on November 7, 2013.

S-1/A (Exhibit 3.1)

11/26/13

333-191238

4.2

Restated Bylaws of the Registrant.

8-K (Exhibit 3.5)

9/5/2013

000-54896

4.3

Form of common stock certificate.

8-K (Exhibit 4.1)

9/5/2013

000-54896

4.4

.1

Warrant to Purchase Common Stock dated April 19, 2013 issued to Alzheimer Drug Discovery Foundation, Inc.

8-K (Exhibit 4.2.1)

9/5/2013

000-54896

.2

Amendment dated August 29, 2013 to Warrant to Purchase Common Stock dated April 19, 2013 issued to Alzheimer Drug Discovery Foundation, Inc.

8-K (Exhibit 4.2.2)

9/5/2013

000-54896

4.5

Registration Rights Agreement dated as of August 29, 2013 by and among Intra-Cellular Therapies, Inc., the stockholders named therein and the Registrant.

8-K (Exhibit 10.19)

9/5/2013

000-54896

5.1

Opinion of Mintz, Levin, Cohn, Glovsky and Popeo, P.C.

X

23.1

Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).

X

23.2

Consent of Ernst & Young LLP.

X

24.1

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).

99.1

2003 Equity Incentive Plan, as amended.

8-K (Exhibit 10.14)

9/5/2013

000-54896

99.2

Form of Stock Option Agreement under the 2003 Equity Incentive Plan, as amended.

8-K (Exhibit 10.15)

9/5/2013

000-54896

99.3

Amended and Restated 2013 Equity Incentive Plan.

8-K (Exhibit 10.1)

6/18/2015

001-36274

99.4

Form of Stock Option Agreement under the Amended and Restated 2013 Equity Incentive Plan.

10-K (Exhibit 10.19)

3/25/2014

001-36274

 

5

Exhibit 5.1

 

		One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com

June 18, 2015

Intra-Cellular Therapies, Inc.

430 East 29th Street

New York, NY 10016

Ladies and Gentlemen:

We have acted as legal counsel to Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 3,900,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) that may be issued pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Restated Certificate of Incorporation and Restated Bylaws, each as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.

Our opinion is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN FRANCISCO | STAMFORD | WASHINGTON

---

MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

June 18, 2015

Page 2

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Amended and Restated 2013 Equity Incentive Plan of Intra-Cellular Therapies, Inc. of our report dated March 12, 2015, with respect to the consolidated financial statements of Intra-Cellular Therapies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Baltimore, MD

June 18, 2015