As filed with the Securities and Exchange Commission on June 25, 2013
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) |
Amended and Restated 2010 Stock Incentive Plan
2010 Employee Stock Purchase 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 | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Per Share |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.001 par value per share |
3,514,000 shares(2) | $2.49(3) | $8,749,860(3) | $1,194 | ||||
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| (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) | Consists of (i) 3,000,000 shares issuable under the Amended and Restated 2010 Stock Incentive Plan and (ii) 514,000 shares issuable under the 2010 Employee Stock Purchase Plan. |
| (3) | 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 Select Market on June 24, 2013. |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed to register an additional (i) 3,000,000 shares of Common Stock, $0.001 par value per share, of AVEO Pharmaceuticals, Inc. (the “Registrant”) issuable under the Registrant’s Amended and Restated 2010 Stock Incentive Plan and (ii) 514,000 shares of Common Stock, $0.001 par value per share, of the Registrant issuable under the Registrant’s 2010 Employee Stock Purchase Plan, as amended. 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 Registrant’s 2010 Stock Incentive Plan, the 2010 Employee Stock Purchase Plan, and the Registrant’s 2002 Stock Incentive Plan (in each case, as defined in such registration statement).
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.
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 25th day of June, 2013.
| AVEO PHARMACEUTICALS, INC. |
| /S/ TUAN HA-NGOC |
| Tuan Ha-Ngoc |
| 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 date indicated.
| Signature |
Title |
Date | ||
| /S/ TUAN HA-NGOC |
Chief Executive Officer and Director | June 25, 2013 | ||
| Tuan Ha-Ngoc | (Principal Executive Officer) | |||
| /S/ DAVID JOHNSTON |
Chief Financial Officer (Principal | June 25, 2013 | ||
| David Johnston | Financial and Accounting Officer) | |||
| * |
Director | June 25, 2013 | ||
| Kenneth M. Bate | ||||
|
|
Director | |||
| Robert S. Epstein | ||||
| * |
Director | June 25, 2013 | ||
| Anthony B. Evnin | ||||
| * |
Director | June 25, 2013 | ||
| Raju Kucherlapati | ||||
| /S/ HENRI TERMEER |
Director | June 25, 2013 | ||
| Henri Termeer | ||||
| * |
Director | June 25, 2013 | ||
| Kenneth E. Weg | ||||
| * |
Director | June 25, 2013 | ||
| Robert C. Young | ||||
| *By: | /S/ TUAN HA-NGOC | |
| Tuan Ha-Ngoc | ||
| Attorney-in-fact |
INDEX TO EXHIBITS
| Exhibit |
Description of Exhibit |
Incorporated by Reference |
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| 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 | Amended and Restated 2010 Stock Incentive Plan of the Registrant | 8-K | 001-34655 | 06/04/2013 | 99.1 | |||||||||||||
| 99.2 | 2010 Employee Stock Purchase Agreement of the Registrant, as amended by Amendment No. 1 to the 2010 Employee Stock Purchase Plan of the Registrant | 8-K | 001-34655 | 06/04/2013 | 99.2 | |||||||||||||