- Securities Registration: Employee Benefit Plan (S-8)

As filed with the Securities and Exchange Commission on July 01, 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

INHIBITEX, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		74-2708737
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

9005 Westside Parkway
Alpharetta, GA		30009
(Address of Principal Executive Offices)		(Zip Code)

Amended and Restated 2004 Stock Incentive Plan

(Full Title of the Plan)


Russell H. Plumb		Copy to:
President, Chief Executive Officer, Chief		David S. Rosenthal, Esq.
Financial Officer and Director		Dechert LLP
Inhibitex, Inc.		1095 Avenue of the Americas
9005 Westside Parkway		New York, New York 10036
Alpharetta, GA 30009		(212) 698-3500
(678) 746-1100

(Name and Address, Including Zip Code, and 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 o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Amount

Proposed Maximum

Amount of

to be

Offering Price

Aggregate Offering

Registration

Title of Each Class of Securities To Be Registered

Registered (1)

Per Share (2)

Price (2)

Fee (2)

Common Stock, par value $.001 per share

3,800,000 shares

2.79

10,602,000

755.92



(1)		Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Act”), this Registration Statement also covers such additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends and similar transactions.

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Act on the basis of $2.79 per share, the average of the high and low prices of the Common Stock as quoted on the Nasdaq Capital Market on June 28, 2010.

TABLE OF CONTENTS


PART II
	Item 8. Exhibits
SIGNATURES
EX-4.1
EX-4.2
EX-4.3
EX-5.1
EX-23.1

Statement Under General Instruction E

Registration of Additional Securities

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,8000,000 shares of common stock, par value $.001 per share (the “Common Stock”), of Inhibitex, Inc., a Delaware corporation (the “Registrant”), to be issued pursuant to the Registrant’s Amended and Restated 2004 Stock Incentive Plan (the “2004 Plan”).

Pursuant to General Instruction E to Form S-8, the Registrant’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) relating to the 2004 Plan (Nos. 333-116446, 333-129122, and 333-147335) are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are filed as part of this registration statement.

	4.1		Amended and Restated 2004 Stock Incentive Plan

	4.2		Non-Employee Directors Stock Option Agreement

	4.3		Employee Stock Option Agreement

	5.1		Opinion of Dechert LLP

	23.1		Consent of Ernst & Young LLP

	23.2		Consent of Dechert LLP (included in Exhibit 5.1)

	24.1		Powers of Attorney (included on signature page).

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 Alpharetta, State of Georgia, on July 01, 2010.


	INHIBITEX, INC.
	By:	/s/ Russell H. Plumb
		Russell H. Plumb
		President, Chief Executive Officer, Chief Financial Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature appears below constitutes and appoints Russell H. Plumb and Michael A. Henos, his or her true and lawful attorneys-in-fact, with full power of substitution and resubstitution for him or her and on his or her behalf, and in his or her name, place and stead, in any and all capacities to execute and sign any and all amendments or post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the Company hereby confers like authority on its behalf.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacity and on the dates indicated.


/s/ Russell H. Plumb Russell H. Plumb	President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive and Principal Financial Officer)	July 1, 2010

/s/ Michael A. Henos	Chairman of the Board of Directors	July 1, 2010

Michael A. Henos

/s/ M. James Barrett	Director	July 1, 2010

M. James Barrett, Ph.D.

/s/ Gabriele M. Cerrone	Director	July 1, 2010

Gabriele M. Cerrone

/s/ Chris McGuigan	Director	July 1, 2010

Chris McGuigan

/s/ Russell M. Medford	Director	July 1, 2010

Russell M. Medford, M.D., Ph.D.

/s/ Marc L. Preminger	Director	July 1, 2010

Marc L. Preminger

/s/ A. Keith Willard	Director	July 1, 2010

A. Keith Willard