Securities Registration: Employee Benefit Plan (s-8)
12 Giugno 2013 - 10:19PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 12, 2013
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
———————————
PROLOR BIOTECH, INC.
(Exact name of registrant as specified in its charter)
Nevada
|
20-0854033
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
———————————
7 Golda
Meir Street
Weizmann Science Park
Nes-Ziona, Israel, 74140
(Address of principal executive offices)
Modigene
Inc. 2007 Equity Incentive Plan
(Full title of the plan)
Shai Novik
President
7 Golda Meir Street
Weizmann Science Park
Nes-Ziona, Israel, 74140
(866)
644-7811
(Telephone number, including area code,
of agent for service)
Copies to:
Robert L. Grossman, Esq.
Greenberg Traurig, P.A.
333 S.E. 2
nd
Avenue
Suite 4400
Miami, Florida 33131
(305) 579-0500
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 $0.00001 per share to be issued under the Modigene Inc. 2007 Equity Incentive Plan
|
4,000,000
|
$5.92
|
$23,680,000
|
$3,229.95
|
|
(1)
|
Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “
Securities Act
”),
this registration statement shall also cover any additional shares of common stock, $0.00001 par value per share (“
Common
Stock
”), of PROLOR Biotech, Inc., a Nevada corporation (the “
Registrant
”), which become issuable under
the Modigene Inc. 2007 Equity Incentive Plan (the “
Plan
”) by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s
outstanding shares of Common Stock.
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c)
and (h) of the Securities Act based on the average of the average of the high and low price per share of Common Stock as reported
by the NYSE MKT on June 6, 2013.
|
STATEMENT
OF INCORPORATION BY REFERENCE
This Registration Statement
on Form S-8 is being filed by PROLOR Biotech, Inc., a Nevada corporation (the “
Company
”), for the purpose of
registering a total of 4,000,000 additional shares of its common stock, par value $0.00001 per share (“
Common Stock
”),
issuable pursuant to the Modigene Inc. 2007 Equity Incentive Plan, for which previously filed Registration Statement on Form S-8
(File No. 333-163795) is effective (the “
Prior Registration Statement
”). Pursuant to Instruction E of Form S-8,
the contents of the Prior Registration Statement, as filed with the Securities and Exchange Commission (the “
Commission
”)
on December 17, 2009, is incorporated herein by reference.
Part
II
|
Item
|
3.
Incorporation
of Documents by Reference.
|
The following documents,
which have been filed by the Company with the Commission are incorporated herein by reference:
|
(a)
|
Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March
15, 2013;
|
|
(b)
|
Definitive Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders, filed with
the Commission on April 25, 2013;
|
|
(c)
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on
May 10, 2013;
|
|
(d)
|
Current Reports on Forms 8-K, filed with the Commission on February 8, 2013, April 24, 2013, April
29, 2013, June 4, 2013 and June 7, 2013 (not including any information furnished under Items 2.02, 7.01 or 9.01 of any such Form
8-K); and
|
|
(e)
|
The description of the Company’s Common Stock contained in the Company’s Registration
Statement on Form 8-A (Commission File No. 001-34676) filed with the Commission on June 19, 2007 and any amendments to such Registration
Statement filed subsequently thereto, including any amendment or report filed for the purpose of updating such description.
|
Additionally, all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information
furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) 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 herein by reference and to be a part of this registration statement from
the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to
be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a
subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded
will not be deemed, except as modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits
.
See “Exhibit
Index” following the signature page to this Registration Statement.
SIGNATURES
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 the City of Nes-Ziona, State of Israel, on June 10, 2013.
|
PROLOR BIOTECH, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Shai Novik
|
|
|
Name:
|
Shai Novik
|
|
|
Title:
|
President
|
|
POWER OF ATTORNEY
Each person whose signature
appears below hereby appoints Abraham (Avri) Havron and Shai Novik his or her true and lawful attorney-in-fact with authority to
execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto
and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration
statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other
changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements
of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
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
date indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Abraham Havron
|
|
|
|
|
Abraham (Avri) Havron
|
|
Chief Executive Officer (Principal Executive
Officer) and Director
|
|
June 10, 2013
|
/s/ Steve Schaeffer
|
|
|
|
|
Steve Schaeffer
|
|
Chief Financial Officer
|
|
June 10, 2013
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ Shai Novik
|
|
|
|
|
Shai Novik
|
|
President and Director
|
|
June 10, 2013
|
|
|
|
|
|
|
|
|
|
|
Fuad Fares
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Phillip Frost, M.D.
|
|
Director
|
|
|
|
|
|
|
|
/s/ Jane H. Hsiao, Ph.D MBA
|
|
|
|
|
Jane H. Hsiao, Ph.D. MBA
|
|
Director
|
|
June 10, 2013
|
|
|
|
|
|
/s/ Adam Stern
|
|
|
|
|
Adam Stern
|
|
Director
|
|
June 10, 2013
|
|
|
|
|
|
/s/ Marian Gorecki
|
|
|
|
|
Marian Gorecki
|
|
Director
|
|
June 10, 2013
|
|
|
|
|
|
/s/ Steven D. Rubin
|
|
|
|
|
Steven D. Rubin
|
|
Director
|
|
June 10, 2013
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
4.1
|
|
Amended and Restated Articles of Incorporation
of the Company, as amended, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2009, filed with the SEC on August 14, 2009 and incorporated by reference herein.
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of the Company,
filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 14, 2007 and incorporated by
reference herein.
|
|
|
|
5.1
|
|
Opinion of Greenberg Traurig, LLP
|
|
|
|
23.1
|
|
Consent of Yarel + Partners CPA, Independent
Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Greenberg Traurig, LLP (included
in Exhibit 5.1 to this Registration Statement).
|
|
|
|
24.1
|
|
Power of Attorney (included on signature pages hereto).
|
Grafico Azioni Prolor Biotech, Inc. (AMEX:PBTH)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Prolor Biotech, Inc. (AMEX:PBTH)
Storico
Da Lug 2023 a Lug 2024