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
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
3,514,000 shares(2)
|
|
$2.49(3)
|
|
$8,749,860(3)
|
|
$1,194
|
|
|
|
|
|
(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.
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
/ 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
|
|
June 25, 2013
|
|
Tuan Ha-Ngoc
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/
S
/ D
AVID
J
OHNSTON
|
|
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
/ H
ENRI
T
ERMEER
|
|
Director
|
|
June 25, 2013
|
|
Henri Termeer
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 25, 2013
|
|
Kenneth E. Weg
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
June 25, 2013
|
|
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
|
|
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
|
|
|
|
Exhibit 5.1
|
|
|
|
|
|
|
+1 212 230 8800 (t)
|
|
June 25, 2013
|
|
+1 212 230 8888 (f)
|
|
|
|
wilmerhale.com
|
AVEO Pharmaceuticals, Inc.
75 Sidney Street
Cambridge, Massachusetts 02139
|
Re:
|
2010 Stock Incentive Plan
|
2010
Employee Stock Purchase Plan
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 3,514,000 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 Amended and Restated 2010 Stock Incentive Plan and the Company’s 2010 Employee Stock Purchase Plan, as amended (collectively, the “Plans”).
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 Plans, 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.
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.
AVEO Pharmaceuticals, Inc.
June 25, 2013
Page 2
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 Plans, the Shares will be validly issued, fully paid and nonassessable.
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
|