As filed with the Securities and Exchange Commission on January 30, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Agios Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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26-0662915
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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38 Sidney Street, 2nd Floor
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
(Full Title of the Plan)
David P. Schenkein, M.D.
Chief Executive Officer
Agios Pharmaceuticals, Inc.
38 Sidney Street, 2nd Floor
Cambridge, MA 02139
(Name
and Address of Agent For Service)
(617) 649-8600
(Telephone Number, Including Area Code, of Agent For Service)
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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1,484,020 shares
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$121.68 (2)
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$180,575,554 (2)
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$20,983
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(1)
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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.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the
Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2015.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan of Agios Pharmaceuticals, Inc. (the
“Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this
Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-190101, filed with the Securities and Exchange Commission on July 24, 2013 by the Registrant, relating to the
Registrant’s 2007 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, and (ii) the Registration Statement on Form S-8, File No. 333-193802, filed with the Securities and Exchange Commission on February 7,
2014, relating to the Registrant’s 2013 Stock Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto 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 30th day of
January, 2015.
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AGIOS PHARMACEUTICALS, INC.
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By:
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/s/ David P. Schenkein
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David P. Schenkein, M.D.
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint David P. Schenkein, M.D.,
J. Duncan Higgons and Glenn Goddard and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on
Form S-8
filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to
enable Agios Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our
said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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 dates indicated.
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Signature
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Title
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Date
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/s/ David P. Schenkein
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Chief Executive Officer
and Director
(Principal executive
officer)
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January 30, 2015
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David P. Schenkein, M.D.
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/s/ Glenn Goddard
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Senior Vice President, Finance
(Principal financial and accounting officer)
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January 30, 2015
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Glenn Goddard
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/s/ Lewis C. Cantley
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Director
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January 30, 2015
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Lewis C. Cantley, Ph.D.
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/s/ Kaye Foster-Cheek
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Director
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January 30, 2015
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Kaye Foster-Cheek
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/s/ Paul J. Clancy
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Director
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January 30, 2015
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Paul J. Clancy
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/s/ Douglas G. Cole
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Director
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January 30, 2015
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Douglas G. Cole, M.D.
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/s/ Perry Karsen
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Director
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January 30, 2015
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Perry Karsen
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/s/ John M. Maraganore
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Director
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January 30, 2015
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John M. Maraganore, Ph.D.
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/s/ Robert T. Nelsen
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Director
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January 30, 2015
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Robert T. Nelsen
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/s/ Kevin P. Starr
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Director
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January 30, 2015
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Kevin P. Starr
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/s/ Marc Tessier-Lavigne
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Director
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January 30, 2015
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Marc Tessier-Lavigne, Ph.D.
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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Incorporated by Reference
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Form
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File Number
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Date of Filing
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Exhibit
Number
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Filed
Herewith
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4.1
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Restated Certificate of Incorporation of the Registrant
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8-K
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001-36014
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July 29, 2013
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3.1
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4.2
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Amended and Restated By-Laws of the Registrant
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8-K
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001-36014
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July 29, 2013
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3.2
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
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X
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
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X
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23.2
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Consent of Ernst & Young LLP, an independent registered public accounting firm
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X
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24.1
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Power of attorney (included on the signature pages of this registration statement)
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X
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99.1
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2013 Stock Incentive Plan
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S-1
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333-189216
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June 24, 2013
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10.4
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Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
www.wilmerhale.com
January 30, 2015
Agios Pharmaceuticals, Inc.
38 Sidney Street, 2nd Floor
Cambridge, MA 02139
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Re:
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Registration Statement on Form S-8: 2013 Stock Incentive Plan
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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 1,484,020 shares of common stock, $0.001 par value per share (the “Shares”), of
Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2013 Stock Incentive Plan (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.
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 nonassessable.
Wilmer Cutler
Pickering Hale and Dorr
LLP
, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin Boston Brussels
Denver Frankfurt London Los Angeles New
York Oxford Palo Alto Washington
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.
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Very truly yours,
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WILMER CUTLER PICKERING
HALE AND DORR LLP
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By:
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/s/ Steven D. Singer
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Re:
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Steven D. Singer, a Partner
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