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   ¨

 

 

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.

 

 

 

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.

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 7th day of July, 2011.

 

AVEO PHARMACEUTICALS, INC.

/ S /    T UAN H A -N GOC        

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 /    T UAN H A -N GOC        

    Chief Executive Officer and Director     July 7, 2011
Tuan Ha-Ngoc     (Principal Executive Officer)    

/ S /    D AVID J OHNSTON        

    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/    H ENRI T ERMEER        

    Director     July 7, 2011
Henri Termeer        

*

    Director     July 7, 2011
Kenneth E. Weg        

*

    Director     July 7, 2011
Robert C. Young        

 

*By:

 

/ S /    T UAN H A -N GOC        

   

Tuan Ha-Ngoc

Attorney-in-fact

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   

Exhibit 5.1

LOGO

+1 212 230-8800 (t)

+1 212-230-8888 (f)

wilmerhale.com

July 7, 2011

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

 

  Re: 2010 Stock Incentive Plan, as amended

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,000,000 shares of common stock, $0.001 par value per share (the “Shares”), of AVEO Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2010 Stock Incentive Plan, as amended (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

AVEO Pharmaceuticals, Inc.

July 7, 2011

Page 2

 

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

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

WILMER CUTLER PICKERING

HALE AND DORR LLP

By:  

/s/ Steven D. Singer

  Steven D. Singer, a Partner

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2010 Stock Incentive Plan of AVEO Pharmaceuticals, Inc. of our report dated March 11, 2011, with respect to the consolidated financial statements of AVEO Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

July 5, 2011