As filed with the Securities and Exchange Commission on August 9, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTREXON CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
Virginia
|
|
26-0084895
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
20374 Seneca Meadows Parkway
Germantown, Maryland
|
|
20876
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan
(Full title of the plan)
Randal J. Kirk
Chairman
of the Board and Chief Executive Officer
Intrexon Corporation
222 Lakeview Avenue, Suite 1400,
Palm Beach, Florida 33401
(Name and address of agent for service)
(561)
410-7000
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
William I. Intner
Hogan
Lovells US LLP
100 International Drive
Suite 2000
Baltimore,
Maryland 21202
(410)
659-2700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in
Rule 12b-2
of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
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
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Offering Price
Per Share
(2)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, no par value
|
|
5,000,000
|
|
$7.03
|
|
$35,150,000.00
|
|
$4,260.18
|
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers such indeterminable number of additional shares of the Registrants common stock, no par value (the Common Stock), as may become issuable to prevent dilution in the event of stock splits, stock
dividends, recapitalizations or similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under
the Securities Act, and is based upon the average of high and low sales prices of the Common Stock on The Nasdaq Global Select Market on August 5, 2019.
|