Securities Registration: Employee Benefit Plan (s-8)
February 16 2017 - 4:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 16, 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
Agios
Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
Delaware
|
|
26-0662915
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
88 Sidney Street
Cambridge, MA
|
|
02139
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2013 Stock Incentive Plan
(Full Title of the Plan)
David P. Schenkein, M.D.
President and Chief Executive Officer
Agios Pharmaceuticals, Inc.
88 Sidney Street
Cambridge, MA 02139
(Name
and Address of Agent For Service)
(617) 649-8600
(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 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
|
|
☐
|
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
|
|
1,688,817
|
|
$45.24 (2)
|
|
$76,402,081 (2)
|
|
$8,856
|
|
|
(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 sale prices of the
Registrants Common Stock as reported on the Nasdaq Global Select Market on February 9, 2017.
|
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan of Agios Pharmaceuticals, Inc. (the Registrant), is being filed
for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference
the contents of (i) the Registration Statement on Form S-8, File No. 333-190101, filed with the Securities and Exchange Commission on July 24, 2013 by the Registrant, relating to the Registrants 2007 Stock Incentive Plan, 2013
Stock Incentive Plan and 2013 Employee Stock Purchase Plan, (ii) the Registration Statement on Form S-8, File No. 333-193802, filed with the Securities and Exchange Commission on February 7, 2014, relating to the Registrants
2013 Stock Incentive Plan, (iii) the Registration Statement on Form S-8, File No. 333-201796, filed with the Securities and Exchange Commission on January 30, 2015, relating to the Registrants 2013 Stock Incentive Plan, and
(iv) the Registration Statement on Form S-8, File No. 333-209755, filed with the Securities and Exchange Commission on February 26, 2016, relating to the Registrants 2013 Stock Incentive Plan, in each case except for
Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto 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 the City of Cambridge, Commonwealth of Massachusetts, on this 16th day of February,
2017.
|
|
|
AGIOS PHARMACEUTICALS, INC.
|
|
|
By:
|
|
/s/ David P. Schenkein
|
|
|
David P. Schenkein, M.D.
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint David P. Schenkein, M.D. and Andrew Hirsch
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 Agios 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/ David P. Schenkein
David P. Schenkein, M.D.
|
|
President, Chief Executive Officer
and Director
(Principal executive
officer)
|
|
February 16, 2017
|
|
|
|
/s/ Andrew Hirsch
Andrew Hirsch
|
|
Chief Financial Officer
(Principal financial officer)
|
|
February 16, 2017
|
|
|
|
/s/ Carman Alenson
Carman Alenson
|
|
Vice President of Accounting, Treasury
and Tax
(Principal accounting
officer)
|
|
February 16, 2017
|
|
|
|
/s/ Lewis C. Cantley
Lewis C. Cantley, Ph.D.
|
|
Director
|
|
February 16, 2017
|
|
|
|
/s/ Paul J. Clancy
Paul J. Clancy
|
|
Director
|
|
February 16, 2017
|
|
|
|
|
|
|
|
|
/s/ Ian Clark
Ian Clark
|
|
Director
|
|
February 16, 2017
|
|
|
|
/s/ Kaye Foster
Kaye Foster
|
|
Director
|
|
February 16, 2017
|
|
|
|
/s/ Maykin Ho
Maykin Ho, Ph.D.
|
|
Director
|
|
February 16, 2017
|
|
|
|
/s/ John M. Maraganore
John M. Maraganore, Ph.D.
|
|
Director
|
|
February 16, 2017
|
|
|
|
/s/ Robert T. Nelsen
Robert T. Nelsen
|
|
Director
|
|
February 16, 2017
|
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of
Exhibit
|
|
Incorporated by Reference
|
|
|
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
|
|
|
|
|
|
4.1
|
|
Restated Certificate of Incorporation of the Registrant
|
|
8-K
|
|
001-36014
|
|
July 29, 2013
|
|
3.1
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated By-Laws of the Registrant
|
|
8-K
|
|
001-36014
|
|
July 29, 2013
|
|
3.2
|
|
|
|
|
|
|
|
|
|
5.1
|
|
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Ernst & Young LLP, an independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
24.1
|
|
Power of attorney (included on the signature pages of this registration statement)
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
99.1
|
|
2013 Stock Incentive Plan
|
|
S-1
|
|
333-189216
|
|
June 24, 2013
|
|
10.4
|
|
|
Agios Pharmaceuticals (NASDAQ:AGIO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Agios Pharmaceuticals (NASDAQ:AGIO)
Historical Stock Chart
From Apr 2023 to Apr 2024