As filed with the Securities and Exchange Commission on February 26, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DERMIRA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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27-3267680
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Dermira, Inc.
275 Middlefield Road, Suite 150
Menlo Park, California 94025
(650)
421-7200
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full title of the plans)
Thomas G.
Wiggans
Chief Executive Officer and Chairman of the Board
Dermira, Inc.
275
Middlefield Road, Suite 150
Menlo Park, California 94025
(650)
421-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
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Douglas N. Cogen, Esq.
Michael A. Brown, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
555 California Street, 12
th
Floor
San Francisco, California 94104
(415)
875-2300
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Andrew L. Guggenhime
Chief Financial Officer
Dermira, Inc.
275
Middlefield Road, Suite 150
Menlo Park, California 94025
(650)
421-7200
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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.:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 13(a) of the Exchange Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount To Be
Registered
(1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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- Reserved for future issuance under the 2014 Equity
Incentive Plan
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1,693,126
(2)
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$7.24
(3)
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$12,258,233
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$1,486
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- Reserved for future issuance under the 2014 Employee Stock
Purchase Plan
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423,281
(4)
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$6.16
(5)
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$2,607,411
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$317
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TOTAL
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2,116,407
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N/A
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$
14,865,644
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$
1,803
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities
Act
), this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the Registrants receipt of consideration that results in an increase in the number of the outstanding shares of the Registrants common stock.
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(2)
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Represents additional shares of the Registrants common stock reserved for issuance under the
Registrants 2014 Equity Incentive Plan (the
EIP
) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the EIP on January 1 of each of the first
ten years following the Registrants initial public offering equal to 4% of the total number of outstanding shares of the Registrants common stock on December 31 of the prior year.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating
the registration fee, on the basis of the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Select Market on February 21, 2019.
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(4)
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Represents additional shares of the Registrants common stock reserved for issuance under the
Registrants 2014 Employee Stock Purchase Plan (the
ESPP
) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each of
the first ten years following the Registrants initial public offering equal to 1% of the total number of outstanding shares of the Registrants common stock on December 31 of the prior year.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculation
the registration fee, on the basis of the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Select Market on February 21, 2019. Under the ESPP, the purchase price of a share of common
stock is equal to 85% of the fair market value of the Registrants common stock on the offering date (i.e., the first business day of the offering period of up to 27 months) or the purchase date (i.e., the last business day of a
six-month
purchase period), whichever is less.
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