S-8


    
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Spark Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
Delaware
 
46-2654405
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
3737 Market Street
Suite 1300
Philadelphia, Pennsylvania
 
19104
(Address of Principal Executive Offices)
 
(Zip Code)
2015 Employee Stock Purchase Plan
2015 Stock Incentive Plan
(Full Title of the Plan)
Jeffrey D. Marrazzo
Chief Executive Officer
3737 Market Street
Suite 1300
Philadelphia, PA 19104
(Name and Address of Agent For Service)
(888) 772-7560
(Telephone Number, Including Area Code, of Agent For Service)
 
 
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 of the Exchange Act.
 
 
 
 
 
 
 
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
x  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨




 
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
2015 Stock Incentive Plan Common Stock, $0.001 par value per share
 
1,083,313 shares
 
$32.48
 
$35,186,006
 
$3,544
 
 
 
 
 
 
 
 
 
2015 Employee Stock Purchase Plan Common Stock, $0.001 par value per share
 
270,828 shares
 
$32.48
 
$8,796,494
 
$886

(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 in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on The Nasdaq Global Select Market on March 9, 2016.
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2015 Stock Incentive Plan and the 2015 Employee Stock Purchase Plan of Spark Therapeutics, Inc. (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 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-201768, filed with the Securities and Exchange Commission on January 30, 2015 by the Registrant, relating to the Registrant’s 2014 Stock Incentive Plan, as amended; 2015 Stock Incentive Plan; and 2015 Employee Stock Purchase Plan, except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.

                






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 City of Philadelphia, Commonwealth of Pennsylvania, on this 14th day of March, 2016.
 
Spark Therapeutics, Inc.
 
 
By:
 
/s/ Jeffrey D. Marrazzo
 
 
Jeffrey D. Marrazzo
 
 
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Spark Therapeutics, Inc., hereby severally constitute and appoint Jeffrey D. Marrazzo, Stephen Webster, and Joseph La Barge 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 Spark Therapeutics, 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/ Jeffrey D. Marrazzo
 
Director and Chief Executive Officer
 
March 14, 2016
Jeffrey D. Marrazzo
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Stephen W. Webster
 
Chief Financial Officer
 
March 14, 2016
Stephen W. Webster
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
/s/ Katherine A. High, M.D.
 
Director
 
March 14, 2016
Katherine A. High, M.D.
 
 
 
 
 
 
 
 
 
/s/ Steven M. Altschuler, M.D.
 
Director
 
March 14, 2016
Steven M. Altschuler, M.D.
 
 
 
 
 
 
 
 
 
/s/ A. Lorris Betz, M.D., Ph.D.
 
Director
 
March 14, 2016
A. Lorris Betz, M.D., Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Lars Ekman, M.D., Ph.D.
 
Director
 
March 14, 2016
Lars Ekman, M.D., Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Anand Mehra, M.D.
 
Director
 
March 14, 2016
Anand Mehra, M.D.
 
 
 
 
 
 
 
 
 
/s/ Vincent Milano
 
Director
 
March 14, 2016
Vincent Milano
 
 
 
 
 
 
 
 
 
/s/ Elliott Sigal, M.D., Ph.D.
 
Director
 
March 14, 2016
Elliott Sigal, M.D., Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Lota Zoth, CPA
 
Director
 
March 14, 2016
Lota Zoth, CPA
 
 
 
 
 
 
 
 
 




 EXHIBIT INDEX
 
 
 
 
Number
 
Description
 
 
4.1 (1)

 
Restated Certificate of Incorporation of the Registrant
 
 
4.2 (1)

 
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 KPMG LLP
 
 
24.1

 
Power of attorney (included on the signature pages of this registration statement)
 
 
99.1 (2)

 
2015 Stock Incentive Plan
 
 
 
99.2 (2)

 
2015 Employee Stock Purchase Plan
 
 
 
 

(1
)
Previously filed with the Securities and Exchange Commission on February 6, 2015 as an Exhibit to the Registrant's Current Report on Form 8-K (File No. 001-36819 and incorporated herein by reference.
(2
)
Previously filed on December 30, 2014 with the Securities and Exchange Commission as an Exhibit to the Registrant's Registration Statement on Form S-1 (File No. 333-201318) and incorporated herein by reference.