As filed with the Securities and Exchange Commission on August 17, 2010
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) | |
2006 Stock Incentive Plan, as amended
2006 Employee Stock Purchase Plan, as amended
Michael D. Kishbauch
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer ¨ | |
| Non-accelerated filer ¨ |
Smaller reporting company x | |
| (Do not check if a 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 |
4,000,000 shares | (2) | $ | 2.50 | (3) | $ | 10,000,000 | (3) | $ | 713 | ||||
| (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) 3,750,000 shares issuable under the 2006 Stock Incentive Plan, as amended, and (ii) 250,000 shares issuable under the 2006 Employee Stock Purchase Plan, as amended. |
| (3) | 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 Registrant’s Common Stock as reported on the Nasdaq Global Market on August 12, 2010. |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of 3,750,000 shares of the Registrant’s common stock, $.001 par value per share, to be issued under the Registrant’s 2006 Stock Incentive Plan, as amended, and 250,000 shares of the Registrant’s common stock, $.001 par value per share, to be issued under the Registrant’s 2006 Employee Stock Purchase Plan, as amended. This registration statement incorporates by reference the registration statements on Form S-8, File No. 333-138984, 333-141661, 333-149729 and 333-158241 (filed with the Securities and Exchange Commission on November 28, 2006, March 29, 2007, March 14, 2008 and March 27, 2009.)
| 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. Attorneys at WilmerHale, and certain related investment partnerships, own, in the aggregate, 4,916 shares of the registrant’s common stock.
| Item 8. | Exhibits. |
The Exhibit Index 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 New Haven, Connecticut, on this 17th day of August, 2010.
| Achillion Pharmaceuticals, Inc. | ||
| By: | /s/ Michael D. Kishbauch | |
| Michael D. Kishbauch 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 Michael D. Kishbauch 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/ Michael D. Kishbauch Michael D. Kishbauch |
President and Chief Executive Officer and Director (Principal executive officer) | August 17, 2010 | ||
| /s/ Mary Kay Fenton Mary Kay Fenton |
Vice President and Chief Financial Officer (Principal financial and accounting officer) | August 17, 2010 | ||
| /s/ Jason Fisherman, M.D. Jason Fisherman, M.D. |
Director | August 17, 2010 | ||
| Signature |
Title |
Date | ||
| /s/ Gary Frashier Gary Frashier |
Director | August 17, 2010 | ||
| /s/ Michael Grey Michael Grey |
Director | August 17, 2010 | ||
| /s/ Dennis Liotta Dennis Liotta |
Director | August 17, 2010 | ||
| /s/ David Scheer David Scheer |
Director | August 17, 2010 | ||
| /s/ Nicholas J. Simon Nicholas J. Simon |
Director | August 17, 2010 | ||
| /s/ Robert Van Nostrand Robert Van Nostrand |
Director | August 17, 2010 | ||
| /s/ David Wright David Wright |
Director | August 17, 2010 | ||
INDEX TO EXHIBITS
| Number |
Description | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |