As filed with the Securities and Exchange Commission on November 30, 2017
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)
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Delaware
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04-3581650
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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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One Broadway, 14
th
Floor
Cambridge, Massachusetts
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Second Amended and Restated 2010 Stock Incentive Plan
(Full Title of the Plan)
Michael
Bailey
President and Chief Executive Officer
AVEO Pharmaceuticals, Inc.
One Broadway, 14
th
Floor
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 588-1960
(Telephone number, including area code, of agent for service)
Copy to:
Steven D. Singer, Esq.
Cynthia T. Mazareas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
Massachusetts 02109
(617)
526-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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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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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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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3,500,000 shares(2)
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$3.00(3)
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$10,500,000(3)
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$1,307.25
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, 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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Consists of 3,500,000 shares issuable under the Second Amended and Restated 2010 Stock Incentive Plan.
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(3)
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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, and based upon the average of the high and low prices of the Registrant’s Common Stock
as reported on the Nasdaq Capital Market on November 28, 2017.
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STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on
Form S-8
is being filed to register an additional 3,500,000 shares of Common
Stock, $0.001 par value per share, of AVEO Pharmaceuticals, Inc. (the “Registrant”) issuable under the Registrant’s Second Amended and Restated 2010 Stock Incentive Plan, which was formerly known as the Amended and Restated 2010 Stock
Incentive Plan (as amended and restated to date, 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 (i) the registration statement on Form
S-8,
File
No. 333-165530,
filed by the Registrant on March 17, 2010, (ii) the registration statement on Form
S-8,
File
No. 333-175390,
filed by the Registrant on July 7, 2011 and (iii) the registration statement on Form
S-8,
File
No. 333-189565,
filed by the Registrant on June 25, 2013, each relating to the Plan.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item 5.
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Interests of Named Experts and Counsel.
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Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the
legality of the securities being offered by this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 November, 2017.
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AVEO PHARMACEUTICALS, INC.
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By:
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/s/ Michael Bailey
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Michael Bailey
President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of AVEO Pharmaceuticals, Inc., hereby severally constitute and appoint Michael Bailey and Matthew Dallas, 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 AVEO 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 date indicated.
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Signature
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Title
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Date
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/s/ Michael Bailey
Michael Bailey
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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November 30, 2017
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/s/ Matthew Dallas
Matthew Dallas
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Chief Financial Officer (Principal
Financial and Accounting Officer)
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November 30, 2017
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/s/ Kenneth M. Bate
Kenneth M. Bate
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Director
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November 30, 2017
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/s/ Anthony B. Evnin
Anthony B. Evnin
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Director
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November 30, 2017
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/s/ Robert C. Young
Robert C. Young
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Director
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November 30, 2017
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Exhibit 5.1
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November 30, 2017
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Steven D. Singer
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AVEO Pharmaceuticals, Inc.
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+1 617 526 6410 (t)
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One Broadway, 14th Floor
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+1 617 526 5000 (f)
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Cambridge, Massachusetts 02142
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steven.singer@wilmerhale.com
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Re:
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Second Amended and Restated 2010 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 3,500,000 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 Second Amended and Restated 2010 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.
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November 30, 2017
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Page 2
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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.
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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Steven D. Singer, a Partner
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