Securities Registration: Employee Benefit Plan (s-8)
February 17 2023 - 8:13AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on February 17, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF
1933
Blueprint Medicines
Corporation
(Exact name of registrant
as specified in its charter)
Delaware |
|
26-3632015 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification No.) |
45 Sidney Street
Cambridge, Massachusetts |
|
02139 |
(Address of principal executive offices) |
|
(Zip Code) |
2015 Stock Option and
Incentive Plan
2015 Employee Stock
Purchase Plan
(Full titles of the plans)
Kathryn Haviland
President and Chief
Executive Officer
Blueprint Medicines
Corporation
45 Sidney Street
Cambridge, Massachusetts
02139
(Name and address of agent
for service)
(617) 374-7580
(Telephone number, including
area code, of agent for service)
Please send copies
of all communications to:
Kingsley L. Taft, Esq.
Danielle M. Lauzon,
Esq.
Yasin Akbari, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts
02210
(617) 570-1000
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 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 þ | Accelerated filer ¨ |
Non-accelerated filer ¨ | 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 ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating
to the 2015 Stock Option and Incentive Plan (as amended, the “2015 Plan”) and the 2015 Employee Stock Purchase Plan (as amended,
the “2015 ESPP”) of Blueprint Medicines Corporation (the “Registrant”) is being filed for the purpose of registering
additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed
and is effective. Accordingly, this Registration Statement on Form S-8 incorporates by reference the contents of (i) the Registration Statement on Form S-8 (File No. 333-203749) filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2015
by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (ii) the Registration Statement on Form S-8 (File No. 333-210125) filed with the SEC on March 11, 2016 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (iii) the Registration Statement on Form S-8 (File No. 333-216575) filed with the SEC on March 9, 2017 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (iv) the
Registration Statement on Form S-8 (File No. 333-223131) filed with the SEC on February 21, 2018 by the Registrant, relating to the 2015
Plan and the 2015 ESPP, (v) the Registration Statement on Form S-8 (File No. 333-229885) filed with the SEC on February 26, 2019 by the
Registrant, relating to the 2015 Plan and the 2015 ESPP, (vi) the Registration Statement on Form S-8 (File No. 333-236421) filed with the SEC on February 13, 2020 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (vii) the Registration Statement on Form S-8 (File No. 333-253215) filed with the SEC on February 17, 2021 by the Registrant, relating to the 2015 Plan and the 2015 ESPP, (viii)
the Registration Statement on Form S-8 (File No. 333-262800) filed with the SEC on February 17, 2022 by the Registrant, relating to the
2015 Plan and the 2015 ESPP in each case, except for “Item 8. Exhibits” with respect to which the Exhibit Index set forth
below is incorporated herein by reference.
EXHIBIT INDEX
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Incorporated
by Reference |
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Exhibit
Number |
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Description
of Exhibit |
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Form |
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File
No. |
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Exhibit
Number |
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Filing
Date |
3.1 |
|
Fifth Amended and Restated Certificate of Incorporation of the Registrant |
|
10-Q |
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001-37359 |
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3.1 |
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November
9, 2015 |
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3.2 |
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Amended and Restated Bylaws, as amended on November 30, 2022, of the Registrant |
|
8-K |
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001-37359 |
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3.1 |
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December 6, 2022 |
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4.1 |
|
Specimen Common Stock Certificate |
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S-1/A |
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333-202938 |
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4.1 |
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April 20, 2015 |
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5.1 |
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Opinion
of Goodwin Procter LLP, counsel to the Registrant |
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* |
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23.1 |
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Consent of Ernst & Young LLP, an independent registered
public accounting firm |
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* |
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23.2 |
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Consent
of Goodwin Procter LLP (included in Exhibit 5.1) |
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* |
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24.1 |
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Power of attorney (included on the signature pages
of this registration statement) |
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* |
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99.1 |
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2015 Stock Option and Incentive Plan and forms of award agreements thereunder |
|
10-K |
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001-37359 |
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10.2 |
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February 13,
2020 |
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99.2 |
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2015 Employee Stock Purchase Plan |
|
10-K |
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001-37359 |
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10.3 |
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February 13,
2020 |
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107 |
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Filing Fee
Exhibit |
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* |
* Filed herewith.
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 the City of Cambridge, Commonwealth of Massachusetts, on this 17th day of February, 2023.
|
BLUEPRINT MEDICINES CORPORATION |
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By: |
/s/ Kathryn Haviland​ ​ |
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Kathryn Haviland |
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President and Chief Executive Officer |
POWER OF ATTORNEY AND
SIGNATURES
We, the undersigned officers
and directors of Blueprint Medicines Corporation, hereby severally constitute and appoint Kathryn Haviland and Michael Landsittel, and
each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments to said Registration
Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Blueprint
Medicines Corporation 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, as amended, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Kathryn Haviland |
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President and Chief Executive Officer |
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February 17, 2023 |
Kathryn Haviland |
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(Principal Executive Officer) |
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/s/ Michael Landsittel |
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Chief Financial Officer |
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February 17, 2023 |
Michael Landsittel |
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(Principal Financial Officer) |
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/s/ Ariel Hurley |
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Senior Vice President, Finance |
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February 17, 2023 |
Ariel Hurley |
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(Principal Accounting Officer) |
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/s/ Jeffrey W. Albers |
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Chairman of the Board of Directors |
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February 17, 2023 |
Jeffrey W. Albers |
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/s/ Daniella Beckman |
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Director |
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February 17, 2023 |
Daniella Beckman |
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/s/ Alexis Borisy |
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Director |
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February 17, 2023 |
Alexis Borisy |
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/s/ Lonnel Coats |
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Director |
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February 17, 2023 |
Lonnel Coats |
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/s/ Habib Dable |
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Director |
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February 17, 2022 |
Habib Dable |
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/s/ Mark Goldberg |
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Director |
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February 17, 2023 |
Mark Goldberg, M.D. |
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/s/ Nicholas Lydon |
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Director |
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February 17, 2023 |
Nicholas Lydon, Ph.D. |
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/s/ Lynn Seely |
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Director |
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February 17, 2023 |
Lynn Seely, M.D. |
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/s/ John Tsai |
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Director |
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February 17, 2023 |
John Tsai, M.D. |
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