2013 Stock Incentive Plan
Employee Stock Purchase Plan
2008 Stock Plan
(Full title of the plans)
|
Faheem Hasnain
Chief Executive Officer
Receptos, Inc.
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Name, address and telephone
number of agent for service)
|
|
Copy to:
Mike Hird, Esq.
Patty DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, California 92130
|
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
|
o
Large accelerated filer
|
|
o
Accelerated filer
|
|
x
Non-accelerated filer
|
|
o
Smaller reporting company
|
|
|
|
|
|
(Do not check if smaller
reporting company)
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
-To be issued under the 2013 Stock Incentive Plan
|
|
1,146,600
|
(2)
|
$
|
17.71
|
(3)
|
$
|
20,306,286
|
|
$
|
2,769.78
|
|
|
-To be issued under the Employee Stock Purchase Plan
|
|
160,000
|
(4)
|
$
|
15.05
|
(5)
|
$
|
2,408,560
|
|
$
|
328.53
|
|
|
-To be issued under the 2008 Stock Plan
|
|
532,388
|
(6)
|
$
|
17.71
|
(3)
|
$
|
9,428,591
|
|
$
|
1,286.06
|
|
|
Total
|
|
1,838,988
|
|
|
|
$
|
32,143,437
|
|
$
|
4,384.36
|
|
(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration, which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
(2)
Represents 1,093,333 shares of Common Stock that were reserved for issuance under the 2013 Stock Incentive Plan (“2013 Stock Plan”) and 53,267 shares of Common Stock originally reserved for issuance under the 2008 Stock Plan that became available for issuance under the 2013 Stock Plan upon the completion of Registrant’s initial public offering. In addition to the 1,146,600 shares registered under the 2013 Stock Plan, to the extent that awards outstanding under the 2008 Stock Plan as of the date of this Registration Statement are forfeited, cancelled, surrendered or terminated without issuance of shares, the shares subject to such awards will be available for future issuance under the 2013 Stock Plan. The 2013 Stock Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2013 Stock Plan on January 1 of each year, from January 1, 2014 through January 1, 2023. The number of shares added each year will be equal to the lesser of: (i) 4% of the outstanding shares on the last day of the immediately preceding fiscal year; or (ii) such amount as determined by the Registrant’s Board of Directors.
(3)
Estimated pursuant to Rules 457(h) under the Securities Act solely for the purposes of calculating the registration fee, based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on June 19, 2013, a date within five business days prior to the date of filing of this Registration Statement.
(4)
Represents shares of Common Stock reserved for issuance under the Employee Stock Purchase Plan (the “ESPP”). The ESPP provides that an additional number of shares will automatically be added to the shares authorized for issuance under the ESPP on the first day of the Registrant’s fiscal year, from January 1, 2014 through January 1, 2023. The number of shares added each year will be equal to the lesser of: (i) 1% of the outstanding shares on such date; or (ii) such amount as determined by the Registrant’s Board of Directors.
(5)
Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Market on June 19, 2013, a date within five business days prior to the date of filing of this Registration Statement. Pursuant to the ESPP, which plan is incorporated by reference herein, the purchase price of Common Stock will be the lesser of (i) 85% of the fair market value of such share on the purchase date or (ii) 85% of the fair market value of such share on the last trading day preceding the offering date.
(6)
Represents shares of Common Stock reserved for issuance pursuant to stock awards outstanding under the 2008 Stock Plan as of the date of this Registration Statement. The 2008 Stock Plan has been terminated and no further grants will be made under the 2008 Stock Plan. Any shares of Common Stock that are subject to outstanding awards under the 2008 Stock Plan that expire, are forfeited or lapse unexercised and would otherwise have been returned to the share reserve under the 2008 Stock Plan will be available for issuance under the 2013 Stock Plan. See footnote 2 above.
This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.