SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JAZZ PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware05-0563787(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
3180 Porter Drive
Palo Alto, CA 94304
(650) 496-3777
(Address of principal executive offices)
Amended and Restated Directors Deferred Compensation Plan
(Full title of the plan)
Bruce C. Cozadd
Chairman and Chief Executive Officer
Jazz Pharmaceuticals, Inc.
3180 Porter Drive
Palo Alto, CA 94304
(650) 496-3777
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Suzanne Sawochka Hooper, Esq.
Chadwick Mills, Esq.
Cooley LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
Carol A. Gamble, Esq.
Philip J. Honerkamp, Esq.
Jazz Pharmaceuticals, Inc.
3180 Porter Drive
Palo Alto, CA 94304
(650) 496-3777
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¨Accelerated filer¨Non-accelerated filer¨ (Do not check if a smaller reporting company)Smaller reporting companyx
CALCULATION OF REGISTRATION FEE
Title of Securities to be RegisteredAmount
to be
Registered(1)
Proposed
Maximum
Offering Price Per
Share(2)
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration FeeCommon Stock, par value $0.0001 per share
200,000 shares $9.36