RIGEL PHARMACEUTICALS INC — Regulatory Filings 2012

Aug 7, 2012

S-8 1 a12-16843_1s8.htm S-8

*As filed with the Securities and Exchange Commission on August 7, 2012*

*Registration No. 333-*

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*WASHINGTON, D.C. 20549*

*FORM S-8*

*REGISTRATION STATEMENT*

*UNDER*

*THE SECURITIES ACT OF 1933*

*RIGEL PHARMACEUTICALS, INC.*

(Exact name of registrant as specified in its charter)

Delaware	94-3248524
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
1180 Veterans Boulevard
South San Francisco, California	94080
(Address of Principal Executive Offices)	(Zip Code)

*2011 Equity Incentive Plan*

(Full title of the plans)

*James M. Gower*

*Chairman of the Board and Chief Executive Officer*

*Rigel Pharmaceuticals, Inc.*

*1180 Veterans Boulevard*

*South San Francisco, California 94080*

*(650) 624-1100*

(Name, address, including zip code, and telephone number, including area code, of agent for service)

*Copies to:*

*David Peinsipp*

Cooley LLP

101 California Street, 5 th Floor

San Francisco, California 94111-5800

(415) 693-2000

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. (Check one):

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

*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 (2)	Amount of Registration Fee
Common Stock (par value $0.001)	600,000 shares	$ 10.53	$ 6,318,000	$ 724.05

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of common stock which become issuable under the plan covered hereby by reason of any stock split, stock dividend, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the registrant’s outstanding common stock.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Global Market on August 3, 2012.

*Approximate date of commencement of proposed sale to the public: as soon as practicable after this Registration Statement becomes effective.*

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*EXPLANATORY NOTE*

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 600,000 shares of the registrant’s common stock to be issued pursuant to the Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

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*PART II*

*INCORPORATION BY REFERENCE OF CONTENTS OF*

*REGISTRATION STATEMENTS ON FORM S-8*

The contents of the Registration Statement on Form S-8 (File No. 333-175977), previously filed with the Securities and Exchange Commission on August 2, 2011, are incorporated by reference herein.

*EXHIBITS*

Exhibit Number
4.1(1)	Amended and Restated Certificate of Incorporation of the Company.
4.2(2)	Certificate of Amendment of the Restated Certificate of Incorporation of the Company.
4.3(3)	Amended and Restated Bylaws of the Company.
4.4(4)	Specimen Common Stock Certificate of the Company.
5.1	Opinion of Cooley LLP.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1	Power of Attorney is contained on the signature pages to this Registration Statement.
99.1(5)	Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

(1) Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

(2) Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on May 29, 2012.

(3) Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on February 2, 2007.

(4) Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

(5) Documents incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

II-1

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*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 South San Francisco, State of California, on August 7, 2012.

RIGEL PHARMACEUTICALS, INC.
By:	/s/ Ryan D. Maynard
	Ryan D. Maynard
	Executive Vice President and Chief Financial Officer

*POWER OF ATTORNEY*

*KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Gower and Ryan D. Maynard* , and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”), and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act and all requirements of the SEC, 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

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/ James M. Gower	Chairman of the Board, Chief Executive Officer and Director	August 7, 2012
James M. Gower	(Principal Executive Officer)
/s/ Ryan D. Maynard	Executive Vice President and Chief Financial Officer	August 7, 2012
Ryan D. Maynard	(Principal Financial and Accounting Officer)
/s/ Donald G. Payan	Executive Vice President, President of Discovery and Research, and Director	August 7, 2012
Donald G. Payan
/s/ Bradford S. Goodwin	Director	August 7, 2012
Bradford S. Goodwin
/s/ Gary A. Lyons	Director	August 7, 2012
Gary A. Lyons

II-2

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/s/ Walter H. Moos	Director	August 7, 2012
Walter H. Moos
/s/ Hollings C. Renton	Director	August 7, 2012
Hollings C. Renton
/s/ Peter S. Ringrose	Director	August 7, 2012
Peter S. Ringrose
/s/ Stephen A. Sherwin	Director	August 7, 2012
Stephen A. Sherwin

II-3

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*EXHIBITS*

Exhibit Number
4.1(1)	Amended and Restated Certificate of Incorporation of the Company.
4.2(2)	Certificate of Amendment of the Restated Certificate of Incorporation of the Company.
4.3(3)	Amended and Restated Bylaws of the Company.
4.4(4)	Specimen Common Stock Certificate of the Company.
5.1	Opinion of Cooley LLP.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Cooley LLP is contained in Exhibit 5.1 to this Registration Statement.
24.1	Power of Attorney is contained on the signature pages to this Registration Statement.
99.1(5)	Rigel Pharmaceuticals, Inc. 2011 Equity Incentive Plan.

(1) Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

(2) Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on May 29, 2012.

(3) Document incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on February 2, 2007.

(4) Documents incorporated by reference to the Company’s Current Report on Form 8-K (No. 000-29889), filed with the Securities and Exchange Commission on June 24, 2003.

(5) Documents incorporated by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 7, 2012.

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