Delaware (State or other jurisdiction of incorporation or organization) |
94-3291317 (I.R.S. Employer Identification Number) |
Proposed | Proposed | |||||||||||||||||||||
Title of | Maximum | Maximum | Maximum | |||||||||||||||||||
Securities | Amount | Offering | Aggregate | Amount of | ||||||||||||||||||
to be | to be | Price Per | Offering | Registration | ||||||||||||||||||
Registered | Registered (1) | Share (2) | Price | Fee | ||||||||||||||||||
1997
Stock Options/Stock Issuance Plan, Common Stock $0.001 par value |
2,067 shares | $ | 7.42 | $ | 15,337.14 | $ | 2.00 | |||||||||||||||
2004
Equity Incentive Plan, Common Stock
$0.001 par value |
1,039,881(3) shares | $ | 7.42 | $ | 7,715,917,02 | $ | 826.00 | |||||||||||||||
Total Fee |
$ | 828.00 | ||||||||||||||||||||
(1) | This Registration Statement shall also cover any additional shares of the Registrants Common Stock that became issuable under the Registrants 2004 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the Registrants receipt of consideration. | |
(2) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee. No options have been granted with respect to such shares. The computation is based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Stock Market on April 10, 2006. | |
(3) | Represents an additional 1,039,881 shares of Common Stock available for issuance under the Registrants 2004 Equity Incentive Plan as a result of provisions in the 2004 Equity Incentive Plan that allow automatic annual increases of Common Stock available for issuance under such Plan. |
Exhibit | ||
Number | Description | |
4.1 (1)
|
Specimen Common Stock Certificate. | |
4.2 (1)
|
Fourth Amended and Restated Investors Rights Agreement, dated March 21, 2003, by and among the Registrant and certain stockholders of the Registrant. | |
4.3 (1)
|
Loan and Security Agreement, dated September 25, 1998, by and between the Registrant and Comdisco. | |
4.4 (1)
|
Amendment No. One to Loan and Security Agreement, dated February 1, 1999. | |
4.5 (1)
|
Warrant for the purchase of shares of Series A preferred stock, dated September 25, 1998, issued by the Registrant to Comdisco. | |
4.6 (1)
|
Loan and Security Agreement, dated December 16, 1999, by and between the Registrant and Comdisco. | |
4.7 (1)
|
Amendment No. 1 to Loan and Security Agreement, dated June 29, 2000, by and between the Registrant and Comdisco. | |
4.8 (1)
|
Warrant for the purchase of shares of Series B preferred stock, dated December 16, 1999, issued by the Registrant to Comdisco. | |
4.9 (1)
|
Master Security Agreement, dated February 2, 2001, by and between the Registrant and General Electric Capital Corporation. | |
4.10 (1)
|
Cross-Collateral and Cross-Default Agreement by and between the Registrant and Comdisco. | |
4.11 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to Bristow Investments, L.P. | |
4.12 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to the Laurence and Magdalena Shushan Family Trust. | |
4.13 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to Slough Estates USA Inc. | |
4.14 (1)
|
Warrant for the purchase of shares of Series B preferred stock, dated August 30, 1999, issued by the Registrant to The Magnum Trust. | |
4.15 (2)
|
Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Registrant to Kingsbridge Capital Limited. | |
4.16 (2)
|
Registration Rights Agreement, dated October 28, 2005, by and between the Registrant and Kingsbridge Capital Limited. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
10.2 (1)
|
1997 Stock Plan. | |
10.3 (1)
|
2004 Equity Incentive Plan. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). | |
24.1
|
Power of Attorney (see signature page). |
(1) | Incorporated by reference from our registration statement on Form S-1, registration number 333-112261, declared effective by the Securities and Exchange Commission on April 29, 2004. | |
(2) | Incorporated by reference from our Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2006. |
A. | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
B. | The undersigned Registrant hereby undertakes, that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a)) or Section 1(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof. | |
C. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification as against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
CYTOKINETICS, INCORPORATED |
||||
By: | /s/ James H. Sabry | |||
James H. Sabry, M.D., Ph.D. | ||||
Chief Executive Officer (Principal Executive Officer) |
||||
Signature | Title | Date | ||
/s/ James H. Sabry
|
Chief Executive Officer and Director (Principal | April 14, 2006 | ||
(James H. Sabry, M.D., Ph.D.) |
Executive Officer) | |||
/s/ Sharon Surrey-Barbari
|
Chief Financial Officer (Principal Financial and | April 14, 2006 | ||
(Sharon Surrey-Barbari) |
Accounting Officer) | |||
/s/ Stephen Dow
|
Director | April 14, 2006 | ||
(Stephen Dow) |
||||
/s/ A. Grant Heidrich, III
|
Director | April 14, 2006 | ||
(A. Grant Heidrich, III) |
||||
/s/ Charles Homcy
|
Director | April 14, 2006 | ||
(Charles Homcy, M.D.) |
||||
Director | ||||
(Mark McDade) |
||||
/s/ Michael Schmertzler
|
Director | April 14, 2006 | ||
(Michael Schmertzler) |
||||
/s/ James Spudich
|
Director | April 14, 2006 | ||
(James Spudich, Ph.D.) |
Exhibit | ||
Number | Description | |
4.1 (1)
|
Specimen Common Stock Certificate. | |
4.2 (1)
|
Fourth Amended and Restated Investors Rights Agreement, dated March 21, 2003, by and among the Registrant and certain stockholders of the Registrant. | |
4.3 (1)
|
Loan and Security Agreement, dated September 25, 1998, by and between the Registrant and Comdisco. | |
4.4 (1)
|
Amendment No. One to Loan and Security Agreement, dated February 1, 1999. | |
4.5 (1)
|
Warrant for the purchase of shares of Series A preferred stock, dated September 25, 1998, issued by the Registrant to Comdisco. | |
4.6 (1)
|
Loan and Security Agreement, dated December 16, 1999, by and between the Registrant and Comdisco. | |
4.7 (1)
|
Amendment No. 1 to Loan and Security Agreement, dated June 29, 2000, by and between the Registrant and Comdisco. | |
4.8 (1)
|
Warrant for the purchase of shares of Series B preferred stock, dated December 16, 1999, issued by the Registrant to Comdisco. | |
4.9 (1)
|
Master Security Agreement, dated February 2, 2001, by and between the Registrant and General Electric Capital Corporation. | |
4.10 (1)
|
Cross-Collateral and Cross-Default Agreement by and between the Registrant and Comdisco. | |
4.11 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to Bristow Investments, L.P. | |
4.12 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to the Laurence and Magdalena Shushan Family Trust. | |
4.13 (1)
|
Warrant for the purchase of shares of common stock, dated July 20, 1999, issued by the Registrant to Slough Estates USA Inc. | |
4.14 (1)
|
Warrant for the purchase of shares of Series B preferred stock, dated August 30, 1999, issued by the Registrant to The Magnum Trust. | |
4.15 (2)
|
Warrant for the purchase of shares of common stock, dated October 28, 2005, issued by the Registrant to Kingsbridge Capital Limited. | |
4.16 (2)
|
Registration Rights Agreement, dated October 28, 2005, by and between the Registrant and Kingsbridge Capital Limited. | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
10.2 (1)
|
1997 Stock Plan. | |
10.3 (1)
|
2004 Equity Incentive Plan. | |
23.1
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1). | |
24.1
|
Power of Attorney (see signature page). |
(1) | Incorporated by reference from our registration statement on Form S-1, registration number 333-112261, declared effective by the Securities and Exchange Commission on April 29, 2004. | |
(2) | Incorporated by reference from our Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2006. |
Re: | Registration Statement on Form S-8 |
Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
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/s/ WILSON SONSINI GOODRICH & ROSATI | ||||