As filed with the Securities and Exchange Commission on August 8, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Achillion Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 52-2113479 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
300 George Street New Haven, Connecticut |
06511 | |
(Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2015 Stock Incentive Plan
(Full Title of the Plan)
Joseph Truitt
President and Chief Executive Officer
300 George Street
New Haven, Connecticut
(Name and Address of Agent For Service)
203-624-7000
(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, a 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.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
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
| ||||||||
Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Aggregate |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share |
8,200,000 shares | $2.43(2) | $19,926,000(2) | $2,481 | ||||
| ||||||||
|
(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) | 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 prices of the Registrants Common Stock as reported on the Nasdaq Global Select Market on August 6, 2018. |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed to register the offer and sale of an additional 8,200,000 shares of the Registrants common stock, $0.001 par value per share, issuable under the Registrants Amended and Restated 2015 Stock Incentive Plan. In accordance with 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 registration statement on Form S-8, File No. 333-206276, filed with the Securities and Exchange Commission on August 10, 2015.
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.
(1) | Previously filed as Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 8, 2012 (File No. 001-33095) and incorporated herein by reference. |
(2) | Previously filed as Exhibit 3.2 to the Registrants Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 29, 2007 (File No. 001-33095) and incorporated herein by reference. |
(3) | Previously filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 8, 2018 (File No. 001-33095) and incorporated herein by reference. |
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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 New Haven, Connecticut, on this 8th day of August, 2018.
Achillion Pharmaceuticals, Inc. | ||
By: | /s/ Joseph Truitt | |
Joseph Truitt | ||
President and Chief Executive Officer and Director | ||
(Principal executive officer) |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Achillion Pharmaceuticals, Inc., hereby severally constitute and appoint Joseph Truitt and Mary Kay Fenton, 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 Achillion 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.
Signature |
Title |
Date | ||
/s/ Joseph Truitt Joseph Truitt |
President and Chief Executive Officer and Director (principal executive officer) |
August 8, 2018 | ||
/s/ Mary Kay Fenton Mary Kay Fenton |
Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) |
August 8, 2018 | ||
/s/ David Scheer David Scheer |
Chairman of the Board | August 8, 2018 | ||
/s/ Jason Fisherman Jason Fisherman, M.D. |
Director | August 8, 2018 | ||
/s/ Kurt Graves Kurt Graves |
Director | August 8, 2018 | ||
/s/ Michael Kishbauch Michael Kishbauch |
Director | August 8, 2018 |
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/s/ Robert Van Nostrand Robert Van Nostrand |
Director | August 8, 2018 | ||
/s/ Frank Verwiel Frank Verwiel, M.D. |
Director | August 8, 2018 | ||
/s/ Nicole Vitullo Nicole Vitullo |
Director | August 8, 2018 |
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