SEC Form S-8 filed by Myriad Genetics Inc.
$MYGN
Biotechnology: In Vitro & In Vivo Diagnostic Substances
Health Care
As filed with the Securities and Exchange Commission on May 1, 2025
REGISTRATION NO. 333 ‑
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S‑8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MYRIAD GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 87-0494517 | ||||
(State or other jurisdiction | (I.R.S. Employer | ||||
of incorporation or organization) | Identification No.) | ||||
322 North 2200 West
Salt Lake City, Utah 84116
(Address of Principal Executive Offices) (Zip Code)
RESTRICTED STOCK UNIT AGREEMENT DATED MAY 1, 2025
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT DATED MAY 1, 2025
(Full title of the plan)
Jennifer Fox
Chief Legal Officer
MYRIAD GENETICS, INC.
322 NORTH 2200 WEST
SALT LAKE CITY, UTAH 84116
(801) 584-3600
(Name and address of agent for service)
(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, 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 | [X] | 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 registers an aggregate of 506,072 shares of common stock, par value $0.01 per share of Myriad Genetics, Inc. (the “Registrant”), consisting of (i) 269,905 shares issuable upon the vesting of restricted stock units granted to a new employee pursuant to a Restricted Stock Unit Agreement dated as of May 1, 2025 by and between the Registrant and the new employee, and (ii) 236,167 shares issuable upon the vesting of performance-based restricted stock units granted to the new employee pursuant to a Performance-Based Restricted Stock Unit Agreement dated as of May 1, 2025 by and between the Registrant and the new employee, in each case, in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to the new employee entering into employment with the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8, have been or will be delivered to the participant in accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission are incorporated herein by reference:
(a)our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on February 28, 2025;
(b)our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 9, 2025 (excluding those portions that are not incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024); and
(c)our Current Reports on Form 8-K as filed with the Commission on February 24, 2025 (other than any portions thereof deemed furnished and not filed).
All reports and other documents filed by the Registrant after the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145(a) of the General Corporation Law of the State of Delaware provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe the person’s conduct was unlawful.
Section 145(b) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted under similar standards, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith; that indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person or incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.
In addition, our Restated Certificate of Incorporation, as amended, and our Restated By-Laws provide for indemnification of and advancement of expenses to our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. The Restated Certificate of Incorporation, as amended, and the Restated By-Laws also permit the Board of Directors to authorize us to purchase and maintain insurance against liabilities asserted against any of our directors, officers, employees or agents arising out of their capacity as such, and we have purchased such insurance.
We have also entered into indemnification agreements with our directors and certain of our officers and key employees. These agreements provide each indemnitee with more comprehensive indemnification and advancement rights than are provided by us in our Restated Certificate of Incorporation, as amended, and our Restated By-Laws in certain circumstances and contain presumptions and procedures designed to ensure that the indemnification and advancement rights granted to each indemnitee in these agreements will be provided on a timely basis. Each agreement provides that our obligations under the agreement will continue during the time the indemnitee serves the Registrant and continues thereafter so long as the indemnitee is subject to any possible proceeding by reason of the indemnitee’s service to the Registrant.
Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers, or controlling persons pursuant to our Restated Certificate of Incorporation, as amended, our Restated By-laws,
indemnification agreements we have entered with these persons and the Delaware General Corporation Law, we have been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
As permitted by the Delaware General Corporation Law, our Restated Certificate of Incorporation, as amended, provides that our directors and officers shall not be personally liable to the Registrant or our stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to directors, under Section 174 of the Delaware General Corporation Law, relating to prohibited dividends or distributions or the repurchase or redemption of stock, (iv) for any transaction from which the director or officer derives an improper personal benefit or (v) with respect to officers, in any action by or in the right of the Registrant. As a result of this provision, the Registrant and our stockholders may be unable to obtain monetary damages from a director or officer for breach of his or her duty of care.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
| Exhibit Number | Item | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File/Registration Number | |||||||||||||
| 4.1 | 10-Q (Exhibit 3.1) | 8/4/2023 | 000-26642 | ||||||||||||||
| 4.2 | 8-K (Exhibit 3.1) | 10/15/2020 | 000-26642 | ||||||||||||||
| 4.3 | 10-K (Exhibit 4.1) | 8/15/2011 | 000-26642 | ||||||||||||||
| 5.1* | |||||||||||||||||
| 23.1* | |||||||||||||||||
| 23.2* | |||||||||||||||||
| 24.1* | |||||||||||||||||
| 99.1* | |||||||||||||||||
99.2* | |||||||||||||||||
| 107* | |||||||||||||||||
* Filed herewith.
Item 9. Undertakings.
(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 of 1933;
(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 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 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 (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 the 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 Act and will be governed by the final adjudication of such issue.
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 Salt Lake City, Utah, on May 1, 2025.
| MYRIAD GENETICS, INC. | |||||
| By | /s/ Samraat S. Raha | ||||
Samraat S. Raha | |||||
| President, Chief Executive Officer and Director | |||||
Each person whose signature appears below constitutes and appoints Samraat S. Raha and Scott J. Leffler, and each of them singly, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him/her and in his/her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Myriad Genetics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their 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/ Samraat S. Raha | President, Chief Executive Officer and Director (Principal Executive Officer) | May 1, 2025 | ||||||||||||
Samraat S. Raha | ||||||||||||||
/s/ Scott J. Leffler | Chief Financial Officer (Principal Financial Officer) | May 1, 2025 | ||||||||||||
Scott J. Leffler | ||||||||||||||
| /s/ Natalie Munk | Chief Accounting Officer (Principal Accounting Officer) | May 1, 2025 | ||||||||||||
| Natalie Munk | ||||||||||||||
| /s/ S. Louise Phanstiel | Director | May 1, 2025 | ||||||||||||
| S. Louise Phanstiel | ||||||||||||||
| /s/ Paul Bisaro | Director | May 1, 2025 | ||||||||||||
| Paul Bisaro | ||||||||||||||
/s/ Mark S. Davis | Director | May 1, 2025 | ||||||||||||
Mark S. Davis | ||||||||||||||
| /s/ Heiner Dreismann | Director | May 1, 2025 | ||||||||||||
| Heiner Dreismann, Ph.D. | ||||||||||||||
| /s/ Rashmi Kumar | Director | May 1, 2025 | ||||||||||||
| Rashmi Kumar | ||||||||||||||
| /s/ Lee N. Newcomer | Director | May 1, 2025 | ||||||||||||
| Lee N. Newcomer, M.D. | ||||||||||||||
| /s/ Colleen F. Reitan | Director | May 1, 2025 | ||||||||||||
| Colleen F. Reitan | ||||||||||||||
| /s/ Daniel M. Skovronsky | Director | May 1, 2025 | ||||||||||||
| Daniel M. Skovronsky, M.D., Ph.D. | ||||||||||||||