Securities Registration: Employee Benefit Plan (s-8)
February 19 2020 - 4:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 19, 2020
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)
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Delaware
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26-0662915
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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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88 Sidney Street
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2013 Stock Incentive Plan
2013 Employee Stock Purchase Plan
(Full Title of the Plan)
Jacqualyn A. Fouse, Ph.D.
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, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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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, $0.001 par value per share
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2,509,091 (2)
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$48.75 (3)
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$122,318,186 (3)
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$15,877
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(1)
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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.
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(2)
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Consists of (i) 2,000,000 additional shares issuable under the 2013 Stock Incentive Plan, and (ii) 509,091
additional shares issuable under the 2013 Employee Stock Purchase Plan.
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(3)
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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 12, 2020.
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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) and the 2013 Employee Stock Purchase Plan of 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,
(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, (v) the Registration Statement on Form S-8, File No.
333-216106, filed with the Securities and Exchange Commission on February 16, 2017, relating to the Registrants 2013 Stock Incentive
Plan, (vii) the Registration Statement on Form S-8, File No.
333-223031, filed with the Securities and Exchange Commission on February 14, 2018, relating to the Registrants 2013 Stock Incentive Plan
and (viii) the Registration Statement on Form S-8, File No.
333-229669, filed with the Securities and Exchange Commission on February 14, 2019, relating to the Registrants 2013 Stock Incentive
Plan, in each case except for Item 8, Exhibits.
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 19th day of February, 2020.
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AGIOS PHARMACEUTICALS, INC.
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By:
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/s/ Jacqualyn A. Fouse
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Jacqualyn A. Fouse, Ph.D.
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint Jacqualyn A. Fouse, Andrew Hirsch and
Jonathan Biller, 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.
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Signature
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Title
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Date
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/s/ Jacqualyn A. Fouse
Jacqualyn A. Fouse, Ph.D.
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Chief Executive Officer and Director
(Principal executive officer)
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February 19, 2020
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/s/ Andrew Hirsch
Andrew Hirsch
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Chief Financial Officer and Head of Corporate Development
(Principal financial officer)
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February 19, 2020
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/s/ Carman Alenson
Carman Alenson
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Vice President of Accounting, Treasury and Tax
(Principal accounting officer)
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February 19, 2020
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/s/ Paul J. Clancy
Paul J. Clancy
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Director
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February 19, 2020
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/s/ Ian Clark
Ian Clark
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Director
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February 19, 2020
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/s/ Kaye Foster
Kaye Foster
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Director
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February 19, 2020
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/s/ Maykin Ho
Maykin Ho, Ph.D.
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Director
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February 19, 2020
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/s/ John M. Maraganore
John M. Maraganore, Ph.D.
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Director
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February 19, 2020
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/s/ David Scadden
David Scadden, M.D.
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Director
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February 19, 2020
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/s/ David P. Schenkein
David P. Schenkein, M.D.
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Director
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February 19, 2020
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