Form S-1MEF

As filed with the Securities and Exchange Commission on March 11, 2010

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AVEO PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   04-3581650

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tuan Ha-Ngoc

Chief Executive Officer

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

Steven D. Singer, Esq.

Cynthia T. Mazareas, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

 

Joseph D. Vittiglio, Esq.

Vice President, Corporate Counsel

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

 

Patrick O’Brien, Esq.

Paul M. Kinsella, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-163778

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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. (Check one):

 

Large accelerated filer

  ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities

to be registered

 

Amount

to be
registered (1)

  Proposed
maximum
offering price
per share (2)
 

Proposed
maximum
aggregate

offering price (2)

 

Amount of

registration fee

Common Stock, $0.001 par value per share

  2,300,000 shares   $9.00   $20,700,000   $1,476
 
 
(1) Includes 300,000 shares which the Underwriters have the option to purchase from the Registrant to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(a).

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of AVEO Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-163778), which was declared effective by the Commission on March 11, 2010, are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 11th day of March, 2010.

 

AVEO PHARMACEUTICALS, INC.
By:   /s/    TUAN HA-NGOC        
Name:   Tuan Ha-Ngoc
Title:   Chief Executive Officer

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/    TUAN HA-NGOC        

Tuan Ha-Ngoc

  

Chief Executive Officer and Director

(Principal Executive Officer)

  March 11, 2010

/s/    DAVID JOHNSTON        

David Johnston

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  March 11, 2010

*

Kenneth M. Bate

   Director   March 11, 2010

*

Douglas G. Cole

   Director   March 11, 2010

*

Ronald A. DePinho

   Director   March 11, 2010

*

Anthony B. Evnin

   Director   March 11, 2010

*

Nicholas Galakatos

   Director   March 11, 2010

*

Russell Hirsch

   Director   March 11, 2010

*

Raju Kucherlapati

   Director   March 11, 2010

*

Kenneth E. Weg

   Director   March 11, 2010

*

Robert C. Young

   Director   March 11, 2010

 

* By:  

/s/    TUAN HA-NGOC        

  Tuan Ha-Ngoc
  Attorney-in-fact


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5.1    Opinion of WilmerHale
23.1    Consent of WilmerHale (included in Exhibit 5.1)
23.2    Consent of Ernst & Young LLP
  24.1*    Powers of Attorney

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-163778) filed with the Commission on December 16, 2009.