Curis, Inc.
CURIS INC (Form: S-8, Received: 06/09/2017 16:08:48)

As filed with the Securities and Exchange Commission on June 9, 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

 

 

CURIS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   04-3505116

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

4 Maguire Road, Lexington, MA   02421
(Address of Principal Executive Offices)   (Zip Code)

Amended and Restated 2010 Employee Stock Purchase Plan

(Full Title of the Plan)

Ali Fattaey

President and Chief Executive Officer

4 Maguire Road

Lexington, MA 02421

(Name and Address of Agent For Service)

(617) 503-6500

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

 

 

with copies to:

Steven D. Singer, Esq. and Cynthia T. Mazareas, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

(617) 526-6000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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   ☐  (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

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, $0.01 par value per share

  9,500,000 shares   $1.51(2)   $14,345,000(2)   $1,663

 

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, 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) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on June 8, 2017.

 

 

 


Statement of Incorporation by Reference

This Registration Statement on Form S-8 is being filed to register the offer and sale of an additional 9,500,000 shares of Common Stock, $0.01 par value per share (the “Common Stock”), of Curis, Inc. (the “Registrant”) to be issued under the Amended and Restated 2010 Employee Stock Purchase Plan of the Registrant. In accordance with General Instruction E to Form S-8, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8 filed by the Registrant on June 22, 2010 (File No. 333-167675), relating to the Registrant’s 2010 Employee Stock Purchase Plan and the Registrant’s 2010 Stock Incentive Plan.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 5. Interests of Named Experts and Counsel.

Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement.

 

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

 

- 1 -


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 Town of Lexington, State of Massachusetts on this 9 th day of June, 2017.

 

CURIS, INC.
By:   /s/ Ali Fattaey
  Ali Fattaey
  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Curis, Inc., hereby severally constitute and appoint Ali Fattaey and James Dentzer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Curis, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Ali Fattaey

Ali Fattaey

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  June 9, 2017

/s/ James Dentzer

James Dentzer

   Chief Financial Officer and Chief Administrative Officer (Principal Financial and Accounting Officer)   June 9, 2017

/s/ Martyn D. Greenacre

Martyn D. Greenacre

  

Chairman of the Board of Directors

  June 9, 2017

/s/ Kenneth I. Kaitin

Kenneth I. Kaitin

  

Director

  June 9, 2017

/s/ Lori A. Kunkel

Lori A. Kunkel

  

Director

  June 9, 2017

/s/ Robert Martell

Robert Martell

  

Director

  June 9, 2017

 

- 2 -


/s/ Kenneth Pienta

Kenneth Pienta

  

Director

  June 9, 2017

/s/ Marc Rubin

Marc Rubin

  

Director

  June 9, 2017

 

- 3 -


INDEX TO EXHIBITS

 

Number

 

Description

  4.1(1)   Restated Certificate of Incorporation of the Registrant, as amended
  4.2(2)   Amended and Restated By-Laws of the Registrant
  5.1   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1  

Consent of Wilmer Cutler Pickering Hale and Dorr LLP

(included in Exhibit 5.1)

23.2   Consent of PricewaterhouseCoopers LLP
24.1   Power of attorney (included on the signature pages of this registration statement)
99.1(3)   Curis Amended and Restated 2010 Employee Stock Purchase Plan

 

(1) Previously filed as Exhibit 3.1 to the Registrant’s registration statement on Form 10-K filed with the SEC on February 29, 2016.

 

(2) Previously filed as Exhibit 3.3 to the Registrant’s registration statement on Form 10-K filed with the SEC on February 29, 2016.

 

(3) Previously filed as Exhibit B to the Registrant’s Proxy statement on Schedule 14A filed with the SEC on April 4, 2017.

Exhibit 5.1

 

LOGO

 

June 9, 2017

+1 212 230 8800 (t)

+1 212 230 8888 (f)

www.wilmerhale.com

Curis, Inc.

4 Maguire Road

Lexington, MA 02421

 

Re: Amended and Restated 2010 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 10,000,000 shares of common stock, $0.01 par value per share (the “Shares”), of Curis, Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended and Restated 2010 Employee Stock Purchase Plan (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

 

LOGO


LOGO

Curis, Inc.

June 9, 2017

Page 2

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

WILMER CUTLER PICKERING HALE AND DORR LLP

 

By:   /s/ Steven D. Singer
  Steven D. Singer, Partner

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 9, 2017 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Curis, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

June 9, 2017