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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Exelixis Inc | NASDAQ:EXEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 23.73 | 23.51 | 23.99 | 0 | 12:06:14 |
|
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
|
EXELIXIS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
04-3257395
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
210 East Grand Ave.
South San Francisco, CA 94080
(Address of Principal Executive Offices, including Zip Code)
|
Copies to:
|
|
Jeffrey J. Hessekiel
|
Chadwick L. Mills
|
Executive Vice President, General Counsel and Secretary
|
Cooley LLP
|
Exelixis, Inc.
|
101 California Street, 5
th
Floor
|
210 East Grand Ave.
|
San Francisco, CA 94111
|
South San Francisco, CA 94080
|
|
Large accelerated filer
|
ý
|
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
o
|
Emerging growth company
|
o
|
|
|
|
|
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 per share)
|
24,453,064
|
$19.98
(2)
|
$488,572,219
(2)
|
$56,626
|
(1)
|
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
|
(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock on
May 24, 2017
, as reported on the NASDAQ Global Select Market.
|
•
|
The Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2016 (the “Form 10-K”), filed on February 27, 2017;
|
•
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The information specifically incorporated by reference Part III of the Form 10-K from the Company’s proxy statement on Schedule 14A filed April 13, 2017;
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•
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The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed on May 1, 2016;
|
•
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The Company’s Current Reports on Form 8-K filed on January 31, 2017, February 27, 2017 (other than Item 2.02 and related exhibit), May 2, 2017, May 11, 2017 and
May 25, 2017
; and
|
•
|
The description of the Company’s common stock that is contained in the Company’s Registration Statement on Form 8-A (File No. 000-30235), filed with the Commission on April 6, 2000, pursuant to Section 12 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
|
•
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for any breach of duty of loyalty to the Company or to its stockholders;
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•
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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•
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for unlawful payment of dividends or unlawful stock repurchases or redemptions under Section 174 of the Delaware General Corporation Law; or
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•
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for any transaction from which the director derived an improper personal benefit.
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•
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the Company is required to indemnify directors and executive officers of the Company to the fullest extent not prohibited by Delaware law or any other applicable law, subject to limited exceptions;
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•
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the Company may indemnify other officers, employees and other agents of the Company as set forth in Delaware law;
|
•
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the Company is required to advance expenses to directors and executive officers of the Company as incurred in connection with legal proceedings against them for which they may be indemnified; and
|
•
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the rights conferred in the amended and restated bylaws are not exclusive.
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Exhibit
Number
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Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
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||||||
Form
|
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File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
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|||||
4.1
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Amended and Restated Certificate of Incorporation of Exelixis, Inc.
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10-K
|
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000-30235
|
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3.1
|
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3/10/2010
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4.2
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
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10-K
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000-30235
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3.2
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3/10/2010
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4.3
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Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
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8-K
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000-30235
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3.1
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5/25/2012
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4.4
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Certificate of Ownership and Merger Merging X-Ceptor Therapeutics, Inc. with and into Exelixis, Inc.
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8-K
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000-30235
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3.1
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10/15/2014
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4.5
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Certificate of Change of Registered Agent and/or Registered Office of Exelixis, Inc.
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8-K
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000-30255
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3.2
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10/15/2014
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4.6
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Amended and Restated Bylaws of Exelixis, Inc.
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|
8-K
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000-30235
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3.1
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12/5/2011
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4.7
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Specimen Common Stock Certificate.
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S-1,
as amended
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333-96335
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4.1
|
|
4/7/2000
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5.1
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Opinion of Cooley LLP.
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|
|
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X
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23.1
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Consent of Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Cooley LLP. (see Exhibit 5.1).
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X
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24.1
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Power of Attorney (see Signature Page).
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X
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99.1
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2017 Equity Incentive Plan.
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8-K
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000-30235
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10.1
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5/25/2017
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99.2
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Forms of Agreements used in connection with the 2017 Equity Incentive Plan.
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8-K
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000-30235
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10.2
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5/25/2017
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1.
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The undersigned registrant hereby undertakes:
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2.
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised
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EXELIXIS, INC.
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By:
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/s/ M
ICHAEL
M. M
ORRISSEY
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Michael M. Morrissey
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President and Chief Executive Officer
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Signature
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Title
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Date
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||
/s/ M
ICHAEL
M. M
ORRISSEY
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Director, President and
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May 25, 2017
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Michael M. Morrissey, Ph.D.
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Chief Executive Officer (Principal Executive Officer)
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/s/ C
HRISTOPHER
S
ENNER
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Executive Vice President and
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May 25, 2017
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Christopher Senner
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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/s/ S
TELIOS
P
APADOPOULOS
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Chairman of the Board
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May 25, 2017
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Stelios Papadopoulos, Ph.D.
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/s/ C
HARLES
C
OHEN
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Director
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May 25, 2017
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Charles Cohen, Ph.D.
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/s/ C
ARL
B. F
ELDBAUM
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Director
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May 25, 2017
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Carl B. Feldbaum, Esq.
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/s/ A
LAN
M. G
ARBER
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Director
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May 25, 2017
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Alan M. Garber, M.D., Ph.D.
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/s/ V
INCENT
T. M
ARCHESI
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Director
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May 25, 2017
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Vincent T. Marchesi, M.D., Ph.D.
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/s/ G
EORGE
P
OSTE
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Director
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May 25, 2017
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George Poste, D.V.M., Ph.D., FRS
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/s/ G
EORGE
A. S
CANGOS
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Director
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May 25, 2017
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George A. Scangos, Ph.D.
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/s/ J
ULIE
A
NNE
S
MITH
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Director
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May 25, 2017
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Julie Anne Smith
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/s/ L
ANCE
W
ILLSEY
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Director
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May 25, 2017
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Lance Willsey, M.D.
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/s/ J
ACK
L. W
YSZOMIERSKI
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Director
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May 25, 2017
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Jack L. Wyszomierski
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Exhibit
Number
|
|
Exhibit Description
|
|
Incorporation by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File Number
|
|
Exhibit/
Appendix
Reference
|
|
Filing Date
|
|
|||||
4.1
|
|
Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
3.1
|
|
3/10/2010
|
|
|
4.2
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
10-K
|
|
000-30235
|
|
3.2
|
|
3/10/2010
|
|
|
4.3
|
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
3.1
|
|
5/25/2012
|
|
|
4.4
|
|
Certificate of Ownership and Merger Merging X-Ceptor Therapeutics, Inc. with and into Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
3.1
|
|
10/15/2014
|
|
|
4.5
|
|
Certificate of Change of Registered Agent and/or Registered Office of Exelixis, Inc.
|
|
8-K
|
|
000-30255
|
|
3.2
|
|
10/15/2014
|
|
|
4.6
|
|
Amended and Restated Bylaws of Exelixis, Inc.
|
|
8-K
|
|
000-30235
|
|
3.1
|
|
12/5/2011
|
|
|
4.7
|
|
Specimen Common Stock Certificate.
|
|
S-1,
as amended
|
|
333-96335
|
|
4.1
|
|
4/7/2000
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
23.2
|
|
Consent of Cooley LLP. (see Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (see Signature Page).
|
|
|
|
|
|
|
|
|
|
X
|
99.1
|
|
2017 Equity Incentive Plan.
|
|
8-K
|
|
000-30235
|
|
10.1
|
|
5/25/2017
|
|
|
99.2
|
|
Forms of Agreements used in connection with the 2017 Equity Incentive Plan.
|
|
8-K
|
|
000-30235
|
|
10.2
|
|
5/25/2017
|
|
|
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1 Month Exelixis Chart |
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