fs8_031315.htm
 
As filed with the Securities and Exchange Commission on March 13, 2015
Registration No. 333-             
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
     
 
 
FORM S-8
 
REGISTRATION STATEMENT
 
Under
The Securities Act of 1933
     
   
 
XENON PHARMACEUTICALS INC.
 
(Exact name of Registrant as specified in its charter)
     
 
   
 
Canada
  
98-0661854
 
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S. Employer
Identification Number)
 
200 – 3650 Gilmore Way
Burnaby, British Columbia V5G 4W8
Canada (604) 484-3300
 
(Address of principal executive offices, including zip code)
     
   
 
2014 Equity Incentive Plan
 
(Full title of the plan)
     
 
 
Simon N. Pimstone
President and Chief Executive Officer
Xenon Pharmaceuticals Inc.
200 – 3650 Gilmore Way
Burnaby, British Columbia V5G 4W8
Canada
(604) 484-3300
 
(Name, address and telephone number, including area code, of agent for service)
     
   
Copies to:
  
 
Jeffrey D. Saper
Steven V. Bernard
Bryan D. King
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
  
Ian C. Mortimer
Karen G. Corraini
Xenon Pharmaceuticals Inc.
200 – 3650 Gilmore Way
Burnaby, British Columbia V5G 4W8
Canada
(604) 484-3300
   
 
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.
 
Large accelerated filer [ ] Accelerated filer
Non-accelerated filer   [x] (do not check if a smaller reporting company)
Accelerated filer                      [  ]
Smaller reporting company    [  ]
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
Maximum Amount
to be Registered
(1)
Proposed
Maximum Offering
Price Per Share
Proposed
Maximum Aggregate
Offering Price
Amount of
Registration
Fee
 
Common Shares, no par value per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan
150,000 (2)
$17.26(3)
$2,589,000
$301
 
TOTAL:
150,000
  
$2,589,000
$301
 
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional common shares of the Registrant that become issuable under the 2014 Equity Incentive Plan (the “2014 Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding common shares.
(2) Represents 150,000 additional common shares reserved for issuance as a result of the annual evergreen increase pursuant to the 2014 Plan.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $17.26, the average of the high and low prices of the Registrant’s common shares as reported on The NASDAQ Global Market on March 11, 2015.

 
 
 
 
TABLE OF CONTENTS
 
    Page
Item 3.    1
Item 8.    2
     
Signatures    
     
Index to Exhibits    
 
 
 
 
 
 
 


 
XENON PHARMACEUTICALS INC.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
 
This Registration Statement registers additional common shares Xenon Pharmaceuticals Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”).  Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on November 5, 2014 (File No. 333-199860) (the “Previous Form S-8”), including periodic reports filed after the Previous Form S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
 
Item 3.  Incorporation of Documents by Reference.
 
The following documents previously filed with the Commission are hereby incorporated by reference:
 
 
(1)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on March 12, 2015;
 
 
(2)
All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and
 
 
(3)
The description of the Registrant’s common shares contained in the Registration Statement on Form 8-A12B (File No. 001-36687) filed with the Commission on October 10, 2014, pursuant to Section 12(b) of the Act, including any amendment or report filed for the purpose of updating such description.
 
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

 
 
 
 
Item 8.  Exhibits

     
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
4.1
Specimen common share certificate of the Registrant.
S-1/A
333-198666
4.1
10/6/2014
4.2
2014 Equity Incentive Plan, and form of option agreement thereunder.
S-1
333-198666
10.8
9/10/2014
5.1
Opinion of McCarthy Tétrault LLP.
 
 
 
  
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
 
 
 
  
23.2
Consent of McCarthy Tétrault LLP (contained in Exhibit 5.1 hereto).
 
 
 
  
24.1
Power of Attorney (contained on signature page hereto).
 
 
 
  
 

 
 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Burnaby, British Columbia, Canada, on March 13, 2015.
 
XENON PHARMACEUTICALS INC.
 
 
  XENON PHARMACEUTICALS INC
     
  By:
/s/ Simon Pimstone
Simon Pimstone
President and Chief Executive Officer
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Simon Pimstone, Ian Mortimer and Karen Corraini as his or her true and lawful attorneys-in-fact and agents, 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 (including his or her capacity as a director and/or officer of Xenon Pharmaceuticals Inc.) to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-8, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
 

Signature
  
Title
  
Date
         
/s/ Simon Pimstone                                                  
  
President, Chief Executive Officer and Director (Principal Executive Officer)
  
March 13, 2015
                         Simon Pimstone        
         
/s/ Ian Mortimer                                                 
  
Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer)
  
March 13, 2015
                         Ian Mortimer
        
         
/s/ Michael Tarnow                                                 
  
Chair of the Board of Directors
  
March 13, 2015
                         Michael Tarnow        
         
/s/ Mohammad Azab                                                  
  
Director
  
March 13, 2015
                         Mohammad Azab        
         
/s/ Johnston Evans                                                  
  
Director
  
March 13, 2015
                         Johnston Evans        
         
/s/ Michael Hayden                                    
  
Director
  
March 13, 2015
                         Michael Hayden        
         
/s/ Frank Holler                                               
  
Director
  
March 13, 2015
                         Frank Holler        
         
/s/ Gary Patou                          
  
Director
  
March 13, 2015
                         Gary Patou        
         
/s/ Evan Stein                                                  
  
Director
  
March 13, 2015
                         Evan Stein        
         

 
 
 
 
INDEX TO EXHIBITS

     
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
4.1
Specimen common share certificate of the Registrant.
S-1/A
333-198666
4.1
10/6/2014
4.2
2014 Equity Incentive Plan, and form of option agreement thereunder.
S-1
333-198666
10.8
9/10/2014
5.1
Opinion of McCarthy Tétrault LLP.
 
 
 
  
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
 
 
 
  
23.2
Consent of McCarthy Tétrault LLP (contained in Exhibit 5.1 hereto).
 
 
 
  
24.1
Power of Attorney (contained on signature page hereto).