As filed with the Securities and Exchange Commission on July 7, 2011

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AVEO PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		04-3581650
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

75 Sidney Street Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

 

 

2010 Stock Incentive Plan

(Full Title of the Plan)

 

 

Tuan Ha-Ngoc

Chief Executive Officer

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(Name and address of agent for service)

(617) 299-5000

(Telephone number, including area code, of agent for service)

 

 

with copies to:

 

Joseph D. Vittiglio, Esq.		Steven D. Singer, Esq.
Vice President, Corporate Counsel		Cynthia T. Mazareas, Esq.
AVEO Pharmaceuticals, Inc.		Wilmer Cutler Pickering Hale and Dorr LLP
75 Sidney Street		60 State Street
Cambridge, Massachusetts 02139		Boston, Massachusetts 02109
(617) 299-5000		(617) 526-6000

 

 

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 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		¨

 

 

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CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share		3,000,000 shares		$20.25(2)		$60,750,000(2)		$7,054

(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	The fee was estimated in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low prices of the shares as reported on the Nasdaq Global Market on June 30, 2011.

 

 

 

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STATEMENT OF INCORPORATION BY REFERENCE

This registration statement on Form S-8 is being filed to register an additional 3,000,000 shares of Common Stock, $0.001 par value per share, of AVEO Pharmaceuticals, Inc. (the “Registrant”) issuable under the 2010 Stock Incentive Plan, as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” this registration statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-165530, filed by the Registrant on March 17, 2010 relating to the Plan, the Registrant’s 2010 Employee Stock Purchase Plan and the Registrant’s 2002 Stock Incentive Plan, as amended.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 5.

Interests of Named Experts and Counsel.

Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement.

 

Item 8.

Exhibits.

The Index to Exhibits immediately preceding the exhibits is incorporated herein by reference.

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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 Cambridge, commonwealth of Massachusetts, on this 7th day of July, 2011.

 

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 date indicated.

 

Signature				Title				Date
/S/    TUAN HA-NGOC				Chief Executive Officer and Director				July 7, 2011
Tuan Ha-Ngoc				(Principal Executive Officer)
/S/    DAVID JOHNSTON				Chief Financial Officer (Principal				July 7, 2011
David Johnston				Financial and Accounting Officer)
*				Director				July 7, 2011
Kenneth M. Bate
*				Director				July 7, 2011
Ronald A. DePinho
*				Director				July 7, 2011
Anthony B. Evnin
*				Director				July 7, 2011
Nicholas Galakatos
*				Director				July 7, 2011
Raju Kucherlapati
/s/    HENRI TERMEER				Director				July 7, 2011
Henri Termeer
*				Director				July 7, 2011
Kenneth E. Weg
*				Director				July 7, 2011
Robert C. Young

 

*By:		/S/    TUAN HA-NGOC
		Tuan Ha-Ngoc Attorney-in-fact

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INDEX TO EXHIBITS

 

Exhibit Number

Description of Exhibit

Incorporated by Reference

Form

File Number

Date of Filing

Exhibit Number

Filed Herewith

4.1

Restated Certificate of Incorporation of the Registrant

8-K

001-34655

03/18/2010

3.1

4.2

Second Amended and Restated Bylaws of the Registrant

S-1/A

333-163778

02/08/2010

3.5

5.1

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

X

23.1

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

X

23.2

Consent of Ernst & Young LLP

X

24.1

Powers of Attorney

S-8

333-165530

03/17/2010

24.1

99.1

2010 Stock Incentive Plan of the Registrant, as amended by Amendment No. 1 to the 2010 Stock Incentive Plan of the Registrant, as amended by Amendment No. 2 to the 2010 Stock Incentive Plan of the Registrant and as amended by Amendment No. 3 to the 2010 Stock Incentive Plan of the Registrant

8-K

001-34655

06/07/2011

99.1