As filed with the Securities and Exchange Commission on June 11, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act
of 1933
VANDA PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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03-0491827
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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2200 Pennsylvania Avenue, N.W., Suite 300E
Washington, D.C. 20037
(Address of principal executive offices) (Zip Code)
VANDA PHARMACEUTICALS INC. AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN
(Full title of the Plan)
Mihael H. Polymeropoulos, M.D.
Chief Executive Officer
Vanda Pharmaceuticals Inc.
2200 Pennsylvania Avenue, N.W., Suite 300E
Washington, D.C. 20037
(Name and address of agent for service)
(202) 734-3400
(Telephone number, including area code, of agent for service)
Copies to:
Gregg A. Griner, Esq.
Albert Vanderlaan, Esq.
Orrick, Herrington & Sutcliffe LLP
222 Berkeley Street, Suite 2000
Boston, MA 02116
Telephone: (617) 880-1800
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, smaller reporting company and emerging growth company in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 accountings standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐