Delaware (State or other jurisdiction of incorporation or organization) | 04-3324394 (IRS Employer Identification No.) |
8 Sylvan Way Parsippany, New Jersey (Address of Principal Executive Offices) | 07054 (Zip Code) |
Large accelerated filer x | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
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, $0.001 par value per share | 3,300,000 shares(2) | $38.40(3) | $126,720,000(3) | $12,670.70 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, (“Securities Act”) this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Represents 1,000,000 additional shares of Common Stock authorized for issuance under the 2010 Employee Stock Purchase Plan, as amended, and 2,300,000 additional shares of Common Stock authorized for issuance under the 2013 Stock Incentive Plan, as amended. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Common Stock as reported on The NASDAQ Global Select Market on August 4, 2016. |
By: | /s/ Clive A. Meanwell Clive A. Meanwell Chief Executive Officer |
Signature | Title | Date |
/s/ Clive A. Meanwell Clive A. Meanwell | Chief Executive Officer and Director (Principal Executive Officer) | August 5, 2016 |
s/ William B. O'Connor William B. O'Connor | Chief Financial Officer (Principal Financial and Accounting Officer) | August 5, 2016 |
/s/ William W. Crouse William W. Crouse | Director | August 5, 2016 |
/s/ Alexander J. Denner Alexander J. Denner | Director | August 5, 2016 |
/s/ Fredric N. Eshelman Fredric N. Eshelman | Director | August 5, 2016 |
/s/ Robert J. Hugin Robert J. Hugin | Director | August 5, 2016 |
/s/ John C. Kelly John C. Kelly | Director | August 5, 2016 |
/s/ Armin M. Kessler Armin M. Kessler | Director | August 5, 2016 |
/s/ Robert G. Savage Robert G. Savage | Director | August 5, 2016 |
/s/ Hiroaki Shigeta Hiroaki Shigeta | Director | August 5, 2016 |
/s/ Melvin K. Spigelman Melvin K. Spigelman | Director | August 5, 2016 |
/s/ Elizabeth H.S. Wyatt Elizabeth H.S. Wyatt | Director | August 5, 2016 |
Number | Description |
4.1(1) | Third Amended and Restated Certificate of Incorporation of the Registrant, as amended |
4.2(2) | Amended and Restated By-Laws of the Registrant, as amended |
5.1 | Opinion of Senior Vice President and General Counsel of the Registrant* |
23.1 | Consent of Senior Vice President and General Counsel of the Registrant (included in Exhibit 5.1)* |
23.2 | Consent of Ernst & Young LLP, independent registered public accounting firm for the Registrant* |
24 | Power of attorney (included on the signature pages of this Registration Statement) |
99.1(3) | 2010 Employee Stock Purchase Plan |
99.2(4) | Amendment No. 1 to the 2010 Stock Incentive Plan |
99.3(5) | 2013 Stock Incentive Plan |
99.4(6) | Amendment No. 1 to the 2013 Stock Incentive Plan |
99.5(7) | Amendment No. 2 to the 2013 Stock Incentive Plan |
99.6(8) | Amendment No. 3 to the 2013 Stock Incentive Plan |
* | filed herewith |
(1) | Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference. |
(2) | Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s quarterly report on Form 10-Q for the quarter ended June 30, 2016 and incorporated herein by reference. |
(3) | Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2010 and incorporated herein by reference. |
(4) | Previously filed with the Securities and Exchange Commission as Appendix III to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 26, 2016 and incorporated herein by reference. |
(5) | Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 29, 2013 and incorporated herein by reference. |
(6) | Previously filed with the Securities and Exchange Commission as Appendix I to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2014 and incorporated herein by reference. |
(7) | Previously filed with the Securities and Exchange Commission as Appendix II to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 30, 2015 and incorporated herein by reference. |
(8) | Previously filed with the Securities and Exchange Commission as Appendix II to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No. 000-31191), filed April 26, 2016 and incorporated herein by reference. |