As filed with the Securities and Exchange Commission on March 2, 2009
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) |
2004 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 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filerþ | | Accelerated filero | | Non-accelerated filer o
(Do not check if a smaller reporting company) | | Smaller Reporting Companyo |
CALCULATION OF REGISTRATION FEE
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| | | | | | | | | | Proposed | | | Proposed Maximum | | | Amount of | |
| | Title of Securities to be | | | Amount to be | | | Maximum Offering | | | Aggregate Offering | | | Registration | |
| | Registered | | | Registered (1) | | | Price Per Share (3) | | | Price (3) | | | Fee | |
| | Common Stock (including associated Series A Junior Participating Preferred Stock Rights), $0.01 par value per share | | | 4,109,339 shares (2) | | | $ | 19.015 | | | | $ | 78,139,081.09 | | | | $ | 3,070.87 | | |
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| (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. |
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| (2) | | Consists of an additional 4,109,339 shares issuable under the 2004 Stock Incentive Plan, as amended, pursuant to the terms of such plan. |
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| (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 Market on February 27, 2009. |
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8, File No. 333-148114, filed by the Registrant on December 17, 2007, File No. 333-127450, filed by the Registrant on August 11, 2005 and File No. 333-116151, filed by the Registrant on June 3, 2004, relating to the Registrant’s 2004 Stock Incentive Plan, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 2nd day of March, 2009.
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| | ALNYLAM PHARMACEUTICALS, INC.
| |
| | By: | /s/ John M. Maraganore, Ph.D. | |
| | | John M. Maraganore, Ph.D. | |
| | | Chief Executive Officer | |
| |
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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 Patricia L. Allen, 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, 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | | |
/s/ John M. Maraganore, Ph.D. John M. Maraganore, Ph.D. | | Chief Executive Officer
(Principal Executive Officer) | | March 2, 2009 |
| | | | | |
/s/ Patricia L. Allen Patricia L. Allen | | Vice President of Finance and Treasurer
(Principal Financial and Accounting Officer) | | March 2, 2009 |
| | | | | |
/s/ John K. Clarke John K. Clarke | | Director | | March 2, 2009 |
| | | | | |
/s/ Victor J. Dzau, M.D. Victor J. Dzau, M.D. | | Director | | March 2, 2009 |
| | | | | |
/s/ Vicki L. Sato, Ph.D. Vicki L. Sato, Ph.D. | | Director | | March 2, 2009 |
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/s/ Paul R. Schimmel, Ph.D. Paul R. Schimmel, Ph.D. | | Director | | March 2, 2009 |
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/s/ Edward M. Scolnick, M.D. Edward Scolnick, M.D. | | Director | | March 2, 2009 |
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/s/ Phillip A. Sharp, Ph.D. Phillip A. Sharp, Ph.D. | | Director | | March 2, 2009 |
| | | | | |
/s/ Kevin P. Starr Kevin P. Starr | | Director | | March 2, 2009 |
| | | | | |
/s/ James L. Vincent James L. Vincent | | Director | | March 2, 2009 |
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INDEX TO EXHIBITS
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| Number | | Description |
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| 4.1 | | Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q on August 11, 2005 (File No. 000-50743) and incorporated herein by reference) |
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| 4.2 | | Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A, as amended, on April 6, 2004 (File No. 333-113162) and incorporated herein by reference) |
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| 4.3 | | Rights Agreement dated July 13, 2005 between the Registrant and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Current Report of Form 8-K on July 14, 2005 (File No. 000-50743) and incorporated herein by reference) |
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| 5.1 | | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant |
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| 23.1 | | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
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| 23.2 | | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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| 23.3 | | Consent of Ernst & Young LLP, Independent Auditors of Regulus Therapeutics LLC |
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| 24 | | Power of Attorney (included on the signature page of this registration statement) |
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