750
Lexington Avenue
|
||
New
York, New York
|
10022
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
James
F. Oliviero
Chief
Financial Officer
Keryx
Biopharmaceuticals, Inc.
750
Lexington Avenue
New
York, New York 10022
(212)
531-5965
(Name,
Address and Telephone number, including area code, of agent for
service)
|
Copy
to:
Michael
L. Stevens
Alston
& Bird LLP
One Atlantic Center
1201
West Peachtree Street
Atlanta,
Georgia 30309-3424
(404)
881-7970
|
Large
accelerated filer o
Non-accelerated
filer o
|
Accelerated
filer o
Smaller
reporting company x
|
Title
of securities
to
be registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock,
$0.001
par value per share
|
600,000
(1) (2)
|
$0.35
(2)
|
$210,000
(2)
|
$15
|
(1)
|
Amount
to be registered consists of an aggregate of 600,000 shares of Keryx
Biopharmaceuticals, Inc. (the “Company”) common stock underlying a stock
option granted to Mr. Ron Bentsur pursuant to the 2009 CEO Incentive Plan
(the “Plan”) on May 20, 2009, at an exercise price of $0.35 per share,
including additional shares that may become issuable in accordance with
the adjustment and anti-dilution provisions of the Plan. The
stock option was issued as an inducement award in connection with Mr.
Bentsur’s joining the Company as its Chief Executive Officer, and was not
granted under the Company’s shareholder-approved incentive
plan.
|
(2)
|
Determined
in accordance with Rule 457(h), the registration fee calculation with
respect to the shares of common stock underlying the prior grant of the
stock option is computed on the basis of the price at which the options
may be exercised.
|
|
(a)
|
The
Company’s Annual Report on Form 10-K for the year ended December 31,
2009;
|
|
(b)
|
All
reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act, since December 31,
2009;
|
|
(c)
|
The
description of common stock contained in the Company’s Registration
Statement on Form 8-A filed under Section 12 of the Exchange Act
on June 28, 2000, including all amendments or reports filed for the
purpose of updating such description;
and
|
(d)
|
All
other documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this registration statement that indicates
that all securities offered have been sold or that deregisters all
securities that remain unsold.
|
KERYX
BIOPHARMACEUTICALS, INC.
|
|||
By:
|
/s/ Ron Bentsur | ||
Ron
Bentsur
|
|||
Chief
Executive Officer and Director
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Ron
Bentsur
|
Chief
Executive Officer and Director
|
March
25, 2010
|
|
Ron
Bentsur
|
(Principal
Executive Officer)
|
||
/s/ James F. Oliviero |
Chief
Financial Officer
|
March
25, 2010
|
|
James
F. Oliviero
|
(Principal
Financial and Accounting Officer)
|
||
/s/
Michael P. Tarnok
|
Chairman
of the Board of Directors
|
March
25, 2010
|
|
Michael
P. Tarnok
|
|||
/s/
Kevin J. Cameron
|
Director
|
March
25, 2010
|
|
Kevin
J. Cameron
|
|||
/s/ Wyche Fowler,
Jr.
|
Director
|
March
25, 2010
|
|
Wyche
Fowler, Jr.
|
|||
/s/ Jack Kaye |
Director
|
March
25, 2010
|
|
Jack
Kaye
|
4.1
|
Amended
and Restated Certificate of Incorporation of Keryx Biopharmaceuticals,
Inc., filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-Q for
the quarter ended September 30, 2004, filed on August 12, 2004, and
incorporated herein by reference.
|
4.2
|
Amended
and Restated Bylaws of Keryx Biopharmaceuticals, Inc., filed as Exhibit
3.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2001, filed on March 26, 2002, and incorporated herein by
reference.
|
4.3
|
Amendment
to Amended and Restated Certificate of Incorporation of Keryx
Biopharmaceuticals, Inc., dated July 24, 2007, filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the quarter ended September
30, 2007, filed on August 9, 2007 and incorporated herein by
reference.
|
5.1
|
Opinion
of Counsel
|
23.1
|
Consent
of Counsel (included in Exhibit 5.1)
|
23.2
|
Consent
of UHY LLP
|
23.3
|
Consent
of KPMG LLP
|
24.1
|
Power
of Attorney (included on signature page of this registration
statement)
|
99.1
|
Keryx
Biopharmaceuticals, Inc. 2009 CEO Incentive
Plan
|