As filed with the Securities and Exchange Commission on August 8, 2016

Registration No. 333-                

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

IRONWOOD PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

 

04-3404176

(I.R.S. Employer Identification Number)

 

301 Binney Street, Cambridge, MA 02142

(Address of Principal Executive Offices) (Zip Code)

 

Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan

(Full Title of the Plan)

 

Halley E. Gilbert
Senior Vice President, Chief Legal Officer, and Secretary
301 Binney Street
Cambridge, Massachusetts 02142

(Name and Address of Agent for Service)

 

(617) 621-7722

(Telephone Number, Including Area Code, of Agent for Service)

 

Please send copies of all communications to:

Paul M. Kinsella
Ropes & Gray LLP
Prudential Tower

800 Boylston Street
Boston, Massachusetts 02199-3600
(617) 951-7000

 

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. (Check one):

 

Large accelerated filer x

Accelerated filer ¨

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

Smaller reporting company ¨

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

Proposed Maximum

 

Proposed

 

Amount of

 

Title of Securities to be

 

Amount to be

 

Offering Price Per

 

Maximum Aggregate

 

Registration

 

Registered

 

Registered (1)

 

Share (2)

 

Offering Price (2)

 

Fee

 

Class A Common Stock, $0.001 par value per share

 

5,729,673

 

$

13.94

 

$

79,871,641.62

 

$

8,043.07

 

(1)         This Registration Statement covers an aggregate of 5,729,673 shares of the Registrant’s Class A Common Stock, par value $0.001 per share (the “Common Stock”), that may be issued pursuant to awards granted under the equity plan identified above (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act of 1933”), this Registration Statement also covers such additional shares of Common Stock as may be issued pursuant to the provisions of the Plan to which this Registration Statement relates.

(2)         Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act of 1933, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq Global Select Market on August 2, 2016 to be $14.20 and $13.68, respectively.

 

 

 


 

EXPLANATORY NOTE

 

The Registrant increased the number of shares of its Common Stock available for issuance under its Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan by 5,729,673 shares. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-165231) filed with the Securities and Exchange Commission (the “Commission”) on March 5, 2010.

 

Item 8.   Exhibits.

 

Exhibit

 

Description

 

 

 

4.1

 

Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 4.1 to Registration Statement on Form S-8 filed with the Commission on October 12, 2012.

 

 

 

4.2

 

Form of Stock Option Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.1 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

4.3

 

Form of Non-employee Director Restricted Stock Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.2 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

4.4

 

Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.3 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

5.1

 

Opinion of Ropes & Gray LLP. Filed herewith.

 

 

 

23.1

 

Consent of Ropes & Gray LLP (included in Opinion filed as Exhibit 5.1).

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm. Filed herewith.

 

 

 

24

 

Power of Attorney (included on the signature page of this registration statement). Filed herewith.

 

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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cambridge, Commonwealth of Massachusetts, on August 8, 2016.

 

 

IRONWOOD PHARMACEUTICALS, INC. 

 

 

 

By:

/s/ Peter M. Hecht

 

 

Peter M. Hecht

 

 

Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Peter M. Hecht, Thomas Graney and Halley E. Gilbert, and each of them singly, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8 of Ironwood Pharmaceuticals, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities identified and on August 8, 2016:

 

Signature

 

Title

 

 

 

/s/ Peter M. Hecht

 

Chief Executive Officer and Director

Peter M. Hecht

 

(Principal Executive Officer)

 

 

 

 /s/ Thomas Graney

 

Chief Financial Officer

Thomas Graney

 

(Principal Financial Officer)

 

 

 

/s/ Gina Consylman

 

Chief Accounting Officer

Gina Consylman

 

(Principal Accounting Officer)

 

 

 

/s/ Terrance G. McGuire

 

Chairman of the Board

Terrance G. McGuire

 

 

 

 

 

 /s/ Andrew Dreyfus

 

Director

Andrew Dreyfus

 

 

 

 

 

/s/ Marsha H. Fanucci

 

Director

Marsha H. Fanucci

 

 

 

 

 

 /s/ Julie H. McHugh

 

Director

Julie H. McHugh

 

 

 

 

 

/s/ Lawrence S. Olanoff

 

Director

Lawrence S. Olanoff

 

 

 

 

 

 /s/ Edward P. Owens

 

Director

Edward P. Owens

 

 

 

 

 

 /s/ Christopher T. Walsh

 

Director

Christopher T. Walsh

 

 

 

 

 

 /s/ Douglas E. Williams

 

Director

Douglas E. Williams

 

 

 

3


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

4.1

 

Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 4.1 to Registration Statement on Form S-8 filed with the Commission on October 12, 2012.

 

 

 

4.2

 

Form of Stock Option Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.1 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

4.3

 

Form of Non-employee Director Restricted Stock Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.2 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

4.4

 

Form of Restricted Stock Unit Agreement under the Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. Filed as Exhibit 10.3.3 to Annual Report on Form 10-K filed with the Commission on February 18, 2015.

 

 

 

5.1

 

Opinion of Ropes & Gray LLP. Filed herewith.

 

 

 

23.1

 

Consent of Ropes & Gray LLP (included in Opinion filed as Exhibit 5.1).

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm. Filed herewith.

 

 

 

24

 

Power of Attorney (included on the signature page of this registration statement). Filed herewith.

 

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