As filed with the Securities and Exchange Commission on August 10, 2017

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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:

John Owen Gwathmey

David I. Meyers

Troutman Sanders LLP

1001 Haxall Point

Richmond, Virginia 23219

(804) 697-1200

 

 

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 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		☐  (Do not check if a smaller reporting company)		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		2,000,000		$20.65		$41,300,000		$4,787

(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 Registrant’s 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 under the Securities Act, and is based upon the average of high and low sales prices of the Common Stock on The New York Stock Exchange on August 9, 2017.

 

 

 

---

REGISTRATION OF ADDITIONAL SECURITIES

Intrexon Corporation (the “Company”) is hereby registering 2,000,000 additional shares of its common stock, no par value per share (the “Common Stock”), for issuance under the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (the “2013 Plan”). The registration statements on Form S-8 (Registration Nos. 333-190614, 333-196840, 333-205642 and 333-213065, the “Prior 2013 Plan Registration Statements”), as filed with the Securities and Exchange Commission on August 14, 2013, June 17, 2014, July 13, 2015 and August 10, 2016, respectively, relating to the same class of securities and the same benefit plan are currently effective and, in accordance with Instruction E of the General Instructions to Form S-8, the contents of the Prior 2013 Plan Registration Statements, to the extent they relate to the 2013 Plan and the shares of Common Stock issuable thereunder, are incorporated herein by reference.

 

ITEM 8

Exhibits.

Reference is made to the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

---

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 Palm Beach, State of Florida, on August 10, 2017.

 

---

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Randal J. Kirk, Rick Sterling and Donald P. Lehr, and each of them, as his true and lawful attorney-in-fact and agent, upon the action of such appointee, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact and agents may deem necessary or advisable in order to enable Intrexon Corporation to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the filing with the Commission of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Commission, to sign any and all applications, Registration Statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Randal J. Kirk Randal J. Kirk		Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		August 10, 2017
/s/ Rick Sterling Rick Sterling		Chief Financial Officer (Principal Accounting and Financial Officer)		August 10, 2017
/s/ Cesar L. Alvarez Cesar L. Alvarez		Director		August 10, 2017
/s/ Steven Frank Steven Frank		Director		August 10, 2017
/s/ Vinita D. Gupta Vinita D. Gupta		Director		August 10, 2017
/s/ Fred Hassan Fred Hassan		Director		August 10, 2017
/s/ Jeffrey B. Kindler Jeffrey B. Kindler		Director		August 10, 2017
/s/ Dean J. Mitchell Dean J. Mitchell		Director		August 10, 2017
/s/ Robert B. Shapiro Robert B. Shapiro		Director		August 10, 2017
/s/ James S. Turley James S. Turley		Director		August 10, 2017

---

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-189853)).
4.2		Eighth Amended and Restated Investors’ Rights Agreement, dated March 1, 2013, by and among the Registrant and the holders of the Registrant’s series preferred and certain holders of the Registrant’s common stock and Joinder thereto (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-189853)).
5.1		Opinion of Troutman Sanders LLP.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of RSM US LLP.
23.3		Consent of Troutman Sanders LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).
10.1		Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 13, 2014, to the amendment to the Plan filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 17, 2015, to the amendment to the Plan filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 13, 2016, and to the amendment to the Plan filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on June 30, 2017).