As filed with the Securities and Exchange Commission on June 15, 2007

REGISTRATION NO. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Antigenics Inc.

(exact name of registrant as specified in its charter)

 

 

Delaware   06-1562417

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

162 Fifth Avenue, Suite 900, New York, New York 10010

(Address of principal executive offices including zip code)

ANTIGENICS INC. DIRECTORS’ DEFERRED COMPENSATION PLAN

(Full title of the plan)

Garo H. Armen, Ph.D

Antigenics Inc.

162 Fifth Avenue, Suite 900

New York, NY 10010

212-994-8200

(Name, address and telephone number, including area code, of agent for service)

 

Please send copies of all communications to:

Paul M. Kinsella, Esq.

Ropes & Gray

One International Place

Boston, MA 02110

617-951-7000

617-951-7050 (facsimile)

 

 

Title of securities to

be registered

   Amount
to be
registered 		  Proposed
maximum
offering price
per share (1) 		   Proposed
maximum
aggregate
offering price (1) 		   Amount of
registration
fee

Common Stock, $0.01 par value per share

   150,000 shares (2)   $3.22    $483,000    $14.83
 

 

(1) Pursuant to Rules 457 (c) and 457(h)(l) under the Securities Act of 1933, the proposed maximum offering price per share and the proposed maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported on the NASDAQ Global Market on June 14, 2007 to be $3.32 and $3.12, respectively.

 

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.

Explanatory Note

The Registrant hereby increases the number of shares of the Registrant’s Common Stock available for issuance under the Antigenics Inc. Directors’ Deferred Compensation Plan (the “Plan”) by 150,000 shares so that a total of 250,000 shares will be available under the Plan.

Pursuant to Instruction G to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-106072) filed with the Securities and Exchange Commission on June 12, 2003.

 

 

2

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 New York, State of New York, on this 15th day of June, 2007.

 

Antigenics Inc.
By:   /s/ Garo H. Armen, Ph.D.     
  Garo H. Armen, Ph.D.
 

Chief Executive Officer and

Chairman of the Board

POWER OF ATTORNEY

We, the undersigned officers and directors of Antigenics Inc., hereby severally constitute and appoint Garo Armen and Shalini Sharp, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 8, 2007:

 

Signature

  

Title

   

/s/     Garo H. Armen, Ph.D.

         Garo H. Armen, Ph.D.

   Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)  

/s/     Shalini Sharp

         Shalini Sharp

   Vice President and Chief Financial Officer (Principal Financial Officer)  

/s/     Christine M. Klaskin

         Christine M. Klaskin

   Vice President, Finance (Principal Accounting Officer)  

/s/     Noubar Afeyan, Ph.D.

         Noubar Afeyan, Ph.D.

   Director  

/s/     Frank V. Atlee, III

         Frank V. AtLee, III

   Director  

/s/     Tom Dechaene

         Tom Dechaene

   Director  

/s/     Margaret Eisen

         Margaret Eisen

   Director  

/s/     Wadih Jordan

         Wadih Jordan

   Director  

/s/     Hyam I. Levitsky, MD

         Hyam I. Levitsky, MD

   Director  

/s/     Pramod Srivastava, Ph.D.

         Pramod Srivastava, Ph.D.

   Director  

/s/     Peter Thornton

         Peter Thornton

   Director  

/s/     Timothy R. Wright

         Timothy R. Wright

   Director  

 

3

EXHIBIT INDEX

 

Number  

Title of Exhibit

  *4.1     Amended and Restated Certificate of Incorporation of Antigenics Inc. Filed as Exhibit 3.1 to our Current Report on Form 8-K dated June 10, 2002 (File No. 000-29089).
  *4.2     Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Antigenics Inc. dated June 6, 2007. Filed as Exhibit 3.1 to our Current Report on Form 8-K dated June 11, 2007 (File No. 000-29089).
  *4.3     Amended and Restated By-laws of Antigenics Inc. Filed as Exhibit 3.2 to our Current Report on Form 8-K dated June 10, 2002 (File No. 000-29089).
  *4.4     Form of Global 5.25% Convertible Senior Note due 2025. Filed as Exhibit 4.3 to the Registration Statement on Form S-3 filed on May 24, 2005 (File No. 333-125197).
  *4.5     Indenture, dated January 25, 2005, between the Registrant and HSBC Bank USA, National Association. Filed as Exhibit 4.1 to Current Report on Form 8-K dated January 25, 2005 (File No. 000-29089).
  *4.6     Registration Rights Agreement, dated January 25, 2005, between the Registrant and the initial purchasers. Filed as Exhibit 4.2 to Current Report on Form 8-K dated January 25, 2005 (File No. 000-29089).
  *4.7     Form of Note under the Securities Purchase Agreement dated as of October 30, 2006 by and among Antigenics Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.1 to Current Report on Form 8-K dated October 31, 2005 (File No. 000-29089).
  *4.8     Form of PIK Note under the Securities Purchase Agreement dated as of October 30, 2006 by and among Antigenics Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.2 to Current Report on Form 8-K dated October 31, 2005 (File No. 000-29089).
  *4.9     Pledge and Security Agreement dated as of October 30, 2006 by and among Antigenics Inc., a Delaware corporation and Ingalls & Snyder LLC, as Collateral Agent for the Buyers. Filed as Exhibit 4.3 to Current Report on Form 8-K dated October 31, 2005 (File No. 000-29089).
  *4.10   Guaranty dated as of October 30, 2006 by and between Antigenics Inc., a Massachusetts corporation and Ingalls & Snyder LLC, as Collateral Agent for the Buyers. Filed as Exhibit 4.4 to Current Report on Form 8-K dated October 31, 2006 (File No. 000-29089).
  *4.11   Guaranty dated as of October 30, 2006 by and between Aronex Pharmaceuticals, Inc. and Ingalls & Snyder LLC, as Collateral Agent for the Buyers. Filed as Exhibit 4.5 to Current Report on Form 8-K dated October 31, 2005 (File No. 000-29089).
  *4.12   Securities Purchase Agreement dated as of October 30, 2006 by and among Antigenics Inc., a Delaware corporation and the investors listed on the Schedule of Buyers thereto. Filed as Exhibit 4.6 to Current Report on Form 8-K dated October 31, 2005 (File No. 000-29089).
    5.1     Opinion of Ropes & Gray LLP. Filed herewith.
  23.1     Consent of KPMG LLP, independent registered public accounting firm. Filed herewith.
*23.2     Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
*99.1     Directors’ Deferred Compensation Plan, as amended. Filed as Exhibit 10.2 to Current Report on Form 8-K dated June 11, 2007 (File No. 000-29089)

 

* Indicates exhibit previously filed with the Securities and Exchange Commission and incorporated herein by reference.

 

4

Exhibit 5.1

 

LOGO   

ROPES & GRAY LLP

 

ONE INTERNATIONAL PLACE     BOSTON, MA 02110-2624     617-951-7000     F 617-951-7050

 

BOSTON     NEW YORK     PALO ALTO     SAN FRANCISCO     WASHINGTON, DC     www.ropesgray.com

June 7, 2007

Antigenics Inc.

162 Fifth Avenue, Suite 900

New York, NY 10010

Ladies and Gentlemen:

This opinion is furnished to you in connection with a registration statement on Form S-8 (the “Registration Statement”), filed on or about the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the registration of 150,000 shares of common stock, $0.01 par value (the “Shares”), of Antigenics Inc., a Delaware corporation (the “Company”). The Shares are issuable under the Company’s Directors’ Deferred Compensation Plan (the “Plan”).

We are familiar with the actions taken by the Company in connection with the proposed issuance of the Shares. For purposes of our opinion, we have examined and relied upon such documents, records, certificates, and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent shall not be deemed an admission that we are experts whose consent is required under Section 7 of the Securities Act of 1933, as amended.

It is understood that this opinion is to be used only in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Antigenics Inc.:

We consent to the use of our reports dated March 15, 2007, with respect to the consolidated balance sheets of Antigenics Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ (deficit) equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2006, and the effectiveness of internal control over financial reporting as of December 31, 2006, incorporated by reference herein.

Our report dated March 15, 2007 on the consolidated financial statements refers to the adoption of Statement of Financial Accounting Standards No. 123R, Share-Based Payment , effective January 1, 2006.

/s/    KPMG LLP

Boston, Massachusetts

June 12, 2007