As filed with the Securities and Exchange Commission on July 23, 2014.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Momenta Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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04-3561634
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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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675 West Kendall Street
Cambridge, Massachusetts 02142
(617) 491-9700
(Address of Principal Executive Offices) (Zip Code)
Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan
Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan
(Full title of the plans)
Bruce A. Leicher
Momenta Pharmaceuticals, Inc.
675 West Kendall Street
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 491-9700
(Telephone number, including area code, of agent for service)
Copy to:
Peter N. Handrinos
Latham & Watkins LLP
John Hancock Tower
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting
company)
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Smaller reporting company
o
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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, par value $0.0001 per share
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500,000
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(2)
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$
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10.795
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(3)
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$
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5,397,500.00
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(3)
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$
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695.20
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Common stock, par value $0.0001 per share
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1,800,000
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(4)
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$
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10.795
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(3)
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$
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19,431,000.00
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(3)
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$
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2,502.71
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(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 an additional 500,000 shares issuable under the Momenta Pharmaceuticals, Inc. 2004 Employee Stock Purchase Plan, as amended (the ESPP).
(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 Registrants Common Stock as reported on the Nasdaq Global Select Market on July 18, 2014.
(4)
Consists of an additional 1,800,000 shares issuable under the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan, as amended (the 2013 Plan).
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 July 23, 2014.
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MOMENTA PHARMACEUTICALS, INC.
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By:
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/s/ Craig A. Wheeler
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Name:
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Craig A. Wheeler
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Title:
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Craig A. Wheeler, Bruce A. Leicher and Richard P. Shea, or each of them singly, with full power to act without the other, such persons true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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
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Title
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Date
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/s/ Craig A. Wheeler
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President, Chief Executive Officer and Director
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July 23, 2014
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Craig A. Wheeler
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(Principal Executive Officer)
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/s/ Richard P. Shea
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Senior Vice President and Chief Financial Officer
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July 23, 2014
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Richard P. Shea
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(Principal Financial and Accounting Officer)
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/s/ James Sulat
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Chairman of the Board and Director
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July 23, 2014
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James Sulat
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/s/ John K. Clarke
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Director
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July 23, 2014
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John K. Clarke
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/s/ Marsha H. Fanucci
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Director
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July 23, 2014
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Marsha H. Fanucci
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/s/ Peter Barton Hutt
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Director
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July 23, 2014
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Peter Barton Hutt
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/s/ Thomas Koestler
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Director
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July 23, 2014
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Thomas Koestler
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/s/ Bennett M. Shapiro
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Director
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July 23, 2014
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Bennett M. Shapiro
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/s/ Elizabeth Stoner
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Director
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July 23, 2014
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Elizabeth Stoner
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