Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IDENIX PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 45-0478605 (I.R.S. Employer Identification No.) |
60 Hampshire Street Cambridge, MA (Address of Principal Executive Offices) | 02139 (Zip Code) |
2005 Stock Incentive Plan, as amended
(Full Title of the Plan)
Jean-Pierre Sommadossi
President and Chief Executive Officer
Idenix Pharmaceuticals, Inc.
60 Hampshire Street
Cambridge, MA 02139
(Name and Address of Agent For Service)
617-995-9800
(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. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company) |
______________________________
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | ||||||||||||
Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | |||||||||
to be Registered | Registered(1) | Share | Price | Registration Fee | |||||||||
Common Stock, $0.001 par value per share | 3,000,000 shares | $ | 4.06 | (2) | $ | 12,180,000 | (2) | $ | 868.43 | ||||
(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 prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on June 3, 2010. |
TABLE OF CONTENTS
STATEMENT OF INCORPORATION BY REFERENCE | |
Item 5. Interests of Named Experts and Counsel. | |
Item 8. Exhibits. | |
SIGNATURES | |
INDEX TO EXHIBITS | |
Ex-5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
Ex-23.2 Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm | |
Ex-99.1 Idenix Pharmaceuticals, Inc. 2005 Stock Incentive Plan, as amended |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of an additional 3,000,000 shares of the registrant’s common stock, $0.001 par value per share, to be issued under the registrant’s 2005 Stock Incentive Plan, as amended.
This registration statement incorporates by reference the contents of the registration statements on Form S-8 previously filed by the registrant with the Securities and Exchange Commission on October 7, 2005 (File No. 333-128882) and on June 8, 2007 (File No. 333-143620) relating to 2,300,000 and 3,700,000 shares of common stock, respectively, to be offered and sold under the registrant’s 2005 Stock Incentive Plan, as amended.
Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is 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 Cambridge, Massachusetts, on this 4th day of June, 2010.
IDENIX PHARMACEUTICALS, INC. | ||||
By: | /s/ Jean Pierre Sommadossi | |||
Jean-Pierre Sommadossi, Ph.D. | ||||
President and Chief Executive Officer | ||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Idenix Pharmaceuticals, Inc., hereby severally constitute and appoint Jean-Pierre Sommadossi, John F. Weidenbruch and Jonathan P. Olsson 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 Idenix 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/ Jean-Pierre Sommadossi Jean-Pierre Sommadossi, Ph.D. | President and Chief Executive Officer and Director (Principal executive officer) | June 4, 2010 | ||
/s/ Ronald C. Renaud Ronald C. Renaud | Chief Financial Officer (Principal financial and accounting officer) | June 3, 2010 | ||
/s/ Charles W. Cramb Charles W. Cramb | Director | June 3, 2010 | ||
/s/ Wayne T. Hockmeyer Wayne T. Hockmeyer, Ph.D. | Director | June 3, 2010 |
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/s/ Thomas Hodgson Thomas R. Hodgson | Director | June 3, 2010 | ||
/s/ Tamar D. Howson Tamar D. Howson | Director | June 3, 2010 | ||
/s/ Robert E. Pelzer Robert E. Pelzer | Director | June 1, 2010 | ||
/s/ Denise Pollard-Knight Denise Pollard-Knight, Ph.D. | Director | June 3, 2010 | ||
/s/ Steven Projan Steven Projan, Ph.D. | Director | June 3, 2010 | ||
/s/ Anthony Rosenberg Anthony Rosenberg | Director | June 3, 2010 |
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INDEX TO EXHIBITS
Number | Description | |
4.1(1) | Restated Certificate of Incorporation of the Registrant, as amended | |
4.2(2) | Certificate of Amendment of Restated Certificate of Incorporation | |
4.2(3) | Certificate of Amendment of Restated Certificate of Incorporation | |
4.2(4) | Certificate of Amendment of Restated Certificate of Incorporation | |
4.3(2) | Amended and Restated By-Laws of the Registrant | |
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |
23.2 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |
24.1 | Power of attorney (included on the signature pages of this registration statement) | |
99.1 | Idenix Pharmaceuticals, Inc. 2005 Stock Incentive Plan, as amended |
(1) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-111157) and incorporated herein by reference. | |
(2) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 000-49839) and incorporated herein by reference. | |
(3) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 000-49839) and incorporated herein by reference. | |
(4) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 000-49839) and incorporated herein by reference. | |