As filed with the Securities and Exchange Commission on March 12, 2008           Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

GTx, Inc.

(Exact name of registrant as specified in its charter)

Delaware		62-1715807
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

3 N. Dunlap Street
Van Vleet Building
Memphis, TN 38163
(901) 523-9700
(Address of principal executive offices, including zip code)

2004 Equity Incentive Plan
Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan
(Full titles of the plans)

Mitchell S. Steiner, M.D., F.A.C.S.
Chief Executive Officer
GTx, Inc.
3 N. Dunlap Street
Van Vleet Building
Memphis, TN 38163
(901) 523-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Suzanne Sawochka Hooper, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000

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.

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

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Securities

Amount to be

Offering

Aggregate

Amount of

to be Registered

Registered (1)

Price Per Share (2)

Offering Price (2)

Registration Fee

Common Stock, par value $0.001 per share

1,809,448 shares

$

13.52

$

24,463,736.96

$

961.42

		Number of				Offering Price
Title of Securities to be Registered		Shares				Per Share				Aggregate Offering Price
Common Stock, par value $0.001 per share, reserved for future issuance under the 2004 Equity Incentive Plan			1,696,447			$	13.52			$	22,935,963.44
Common Stock, par value $0.001 per share, reserved for future issuance under the Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan			113,001			$	13.52			$	1,527,773.52
Total			1,809,448							$	24,463,736.96

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (i) 1,696,447 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2004 Equity Incentive Plan, and (ii) 113,001 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8

     The contents of the Registration Statements on Form S-8 (File Nos. 333-136527 and 333-112576) are incorporated by reference herein.

EXHIBITS

Exhibit
Number		Description
3.1		Restated Certificate of Incorporation(1)
3.2		Amended and Restated Bylaws(2)
4.1		Reference is made to Exhibits 3.1 and 3.2
4.2		Specimen Common Stock Certificate(3)
4.3		Amended and Restated Registration Rights Agreement between Registrant and Oracle Partners, L.P. dated August 7, 2003(3)
4.4		Amended and Restated Registration Rights Agreement between Registrant and J. R. Hyde, III dated August 7, 2003(3)
4.5		Consent, Waiver and Amendment between the Registrant and Oracle Partners, L.P., Oracle Investment Management, Inc. and Oracle Institutional Partners, L.P. dated November 29, 2007(4)
4.6		Consent, Waiver and Amendment between Registrant and J. R. Hyde, III and Pittco Associates, L.P. dated December 3, 2007(4)
4.7		Registration Rights Agreement between Registrant and Merck & Co., Inc. dated December 18, 2007(5)
5.1		Opinion of Cooley Godward Kronish llp
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Cooley Godward Kronish llp is contained in Exhibit 5.1 to this Registration Statement
24.1		Power of Attorney (contained on the signature pages hereto)
99.1		2004 Equity Incentive Plan and Form of Stock Option Agreement(3)
99.2		Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan(6)
99.3		Form of Stock Option Agreement under the Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan(7)

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 Memphis, State of Tennessee, on this 12^th day of March, 2008.

POWER OF ATTORNEY

     Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Mitchell S. Steiner, Marc S. Hanover, Henry P. Doggrell and Mark E. Mosteller, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 of 1933 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 or she might or could do in person, 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/ MITCHELL S. STEINER   Mitchell S. Steiner, M.D., F.A.C.S.		Chief Executive Officer, Vice-Chairman and Director (Principal Executive Officer)		March 12, 2008
/s/ MARK E. MOSTELLER   Mark E. Mosteller		Chief Financial Officer (Principal Accounting and Financial Officer)		March 12, 2008
/s/ J.R. HYDE, III   J.R. Hyde, III		Chairman of the Board of Directors		March 12, 2008
/s/ MARC S. HANOVER   Marc S. Hanover		Director		March 12, 2008
/s/ MICHAEL G. CARTER   Michael G. Carter, M.D.		Director		March 12, 2008
/s/ ANDREW M. CLARKSON   Andrew M. Clarkson		Director		March 12, 2008
/s/ J. KENNETH GLASS   J. Kenneth Glass		Director		March 12, 2008
/s/ ROBERT W. KARR   Robert W. Karr, M.D.		Director		March 12, 2008
/s/ ROSEMARY MAZANET   Rosemary Mazanet, M.D., Ph.D.		Director		March 12, 2008
/s/ JOHN H. PONTIUS   John H. Pontius		Director		March 12, 2008
/s/ TIMOTHY R. G. SEAR   Timothy R. G. Sear		Director		March 12, 2008

EXHIBIT INDEX

Exhibit
Number		Description
3.1		Restated Certificate of Incorporation(1)
3.2		Amended and Restated Bylaws(2)
4.1		Reference is made to Exhibits 3.1 and 3.2
4.2		Specimen Common Stock Certificate(3)
4.3		Amended and Restated Registration Rights Agreement between Registrant and Oracle Partners, L.P. dated August 7, 2003(3)
4.4		Amended and Restated Registration Rights Agreement between Registrant and J. R. Hyde, III dated August 7, 2003(3)
4.5		Consent, Waiver and Amendment between the Registrant and Oracle Partners, L.P., Oracle Investment Management, Inc. and Oracle Institutional Partners, L.P. dated November 29, 2007(4)
4.6		Consent, Waiver and Amendment between Registrant and J. R. Hyde, III and Pittco Associates, L.P. dated December 3, 2007(4)
4.7		Registration Rights Agreement between Registrant and Merck & Co., Inc. dated December 18, 2007(5)
5.1		Opinion of Cooley Godward Kronish llp
23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Cooley Godward Kronish llp is contained in Exhibit 5.1 to this Registration Statement
24.1		Power of Attorney (contained on the signature pages hereto)
99.1		2004 Equity Incentive Plan and Form of Stock Option Agreement(3)
99.2		Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan(6)
99.3		Form of Stock Option Agreement under the Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan(7)

Exhibit 5.1

March 12, 2008

GTx, Inc.
3 N. Dunlap Street
Van Vleet Building
Memphis, Tennessee 38163

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by GTx, Inc. (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to (i) 1,696,447 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), pursuant to the Company’s 2004 Equity Incentive Plan (the “Incentive Plan Shares”); and (ii) 113,001 shares of Common Stock pursuant to the Company’s Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan Shares”).

In connection with this opinion, we have examined the Registration Statement and related Prospectuses, the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, the Company’s 2004 Equity Incentive Plan (the “Incentive Plan”), the Company’s Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”), and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Incentive Plan Shares and the Directors’ Plan Shares, when sold and issued in accordance with the Incentive Plan and the Directors’ Plan, respectively, and the Registration Statement and related Prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

Cooley Godward Kronish LLP

By:		/s/ Chadwick L. Mills
		Chadwick L. Mills

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2004 Equity Incentive Plan and the Amended and Restated 2004 Non-Employee Directors’ Stock Option Plan of GTx, Inc. of our reports dated March 6, 2008, with respect to the financial statements of GTx, Inc., and the effectiveness of internal control over financial reporting of GTx, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

		/s/ Ernst & Young LLP

Memphis, Tennessee
March 6, 2008