ALNY Alnylam Pharmaceuticals Inc

As filed with the Securities and Exchange Commission on October 2, 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

 

 

Alnylam Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware		77-0602661
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
300 Third Street Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 2009 Stock Incentive Plan

(Full Title of the Plan)

John M. Maraganore, Ph.D.

Chief Executive Officer

Alnylam Pharmaceuticals, Inc.

300 Third Street

Cambridge, Massachusetts 02142

(Name and Address of Agent For Service)

(617) 551-8200

(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		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee
Common Stock, $0.01 par value per share		5,800,000 shares (2)		$80.30		$465,740,000		$46,900.02

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (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.

(2)	Consists of 5,800,000 shares issuable under the Amended and Restated 2009 Stock Incentive Plan, pursuant to the terms of such plan.

(3)	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 Global Select Market on September 30, 2015.

 

 

 

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PART I

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-165105, filed by the Registrant on February 26, 2010, relating to the Registrant’s 2009 Stock Incentive Plan.

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

 

Number		Description
5.1		Opinion of Goodwin Procter LLP, counsel to the Registrant
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24		Power of Attorney (included on the signature page of this registration statement)
99.1		Amended and Restated 2009 Stock Incentive Plan, of the Registrant (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-36407) 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 the City of Cambridge, Commonwealth of Massachusetts, on this 2^nd day of October, 2015.

 

 

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Alnylam Pharmaceuticals, Inc., hereby severally constitute and appoint John M. Maraganore and Michael P. Mason, 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 Alnylam Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, 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 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/ John M. Maraganore, Ph.D. John M. Maraganore, Ph.D.		Director and Chief Executive Officer (Principal Executive Officer)		October 2, 2015
/s/ Michael P. Mason Michael P. Mason		Vice President of Finance and Treasurer (Principal Financial and Accounting Officer)		October 2, 2015
/s/ Dennis A. Ausiello, M.D. Dennis A. Ausiello, M.D.		Director		October 2, 2015
/s/ Michael W. Bonney Michael W. Bonney		Director		October 2, 2015
/s/ John K. Clarke John K. Clarke		Director		October 2, 2015
/s/ Marsha H. Fanucci Marsha H. Fanucci		Director		October 2, 2015
/s/ Steven M. Paul, M.D. Steven M. Paul, M.D.		Director		October 2, 2015
/s/ Paul R. Schimmel, Ph.D. Paul R. Schimmel, Ph.D.		Director		October 2, 2015
/s/ Amy W. Schulman Amy W. Schulman		Director		October 2, 2015
/s/ Phillip A. Sharp, Ph.D. Phillip A. Sharp, Ph.D.		Director		October 2, 2015
/s/ Kevin P. Starr Kevin P. Starr		Director		October 2, 2015

 

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INDEX TO EXHIBITS

 

Number		Description
5.1		Opinion of Goodwin Procter LLP, counsel to the Registrant
23.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24		Power of Attorney (included on the signature page of this registration statement)
99.1		Amended and Restated 2009 Stock Incentive Plan, of the Registrant (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2015 (File No. 001-36407) and incorporated herein by reference)

Exhibit 5.1

October 2, 2015

Alnylam Pharmaceuticals, Inc.

300 Third Street

Cambridge, Massachusetts 02142

 

Re:

Securities Being Registered under Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof, relating to an aggregate of 5,800,000 shares (the “Shares”) of Common Stock, $0.01 par value per share, of Alnylam Pharmaceuticals, Inc., a Delaware corporation (the “Company”) that may be issued pursuant to the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 13, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Alnylam Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

October 2, 2015