As filed with the Securities and Exchange Commission on February 14, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MOMENTA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
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04-3561634 (I.R.S. Employer (Identification No.) |
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675 West Kendall Street, Cambridge, MA (Address of Principal Executive Offices) |
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02412 (Zip Code) |
2004 Stock Incentive Plan, as amended
(Full Title of the Plan)
Craig A. Wheeler
President and Chief Executive Officer
Momenta
Pharmaceuticals, Inc.
675 West Kendall Street
Cambridge, MA 02142
(Name and Address of Agent For Service)
(617) 491-9700
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
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Amount to be Registered(1) |
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Proposed Maximum |
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Proposed Maximum Aggregate |
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Amount of Registration Fee |
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Common Stock, par value $0.0001 per share (including the associated Preferred Stock Purchase Rights) |
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1,823,491 shares(2) |
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$7.655(3) |
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$13,958,823.61(3) |
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$548.58 |
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(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) Consists of an additional 1,823,491 shares issuable under the 2004 Stock Incentive Plan, as amended.
(3) 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 Registrants Common Stock as reported on the Nasdaq Global Market on February 12, 2008.
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of (i) the registration statement on Form S-8, File No. 333-140760, relating to the Registrants 2004 Stock Incentive Plan, as amended, and (ii) the registration statement on Form S-8, File No. 333-117173, relating to each of the Registrants 2002 Stock Incentive Plan, 2004 Stock Incentive Plan and 2004 Employee Stock Purchase Plan.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated 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 the 14th day of February, 2008.
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MOMENTA PHARMACEUTICALS, INC. |
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By: |
/s/ Craig A. Wheeler |
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Craig A. Wheeler |
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President and Chief Executive Officer |
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Momenta Pharmaceuticals, Inc., hereby severally constitute and appoint Craig A. Wheeler and Richard P. Shea, 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 Momenta 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 below by the following persons in the capacities and on the date indicated.
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Date |
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/s/ Craig A. Wheeler |
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President and Chief Executive Officer and Director |
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February 14, 2008 |
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Craig A. Wheeler |
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(Principal Executive Officer) |
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/s/ Richard P. Shea |
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Vice President and Chief Financial Officer |
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February 14, 2008 |
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Richard P. Shea |
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(Principal Financial and Accounting Officer) |
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Director and Chairman of the Board |
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Peter Barrett |
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/s/ John K. Clarke |
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Director |
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February 14, 2008 |
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John K. Clarke |
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/s/ Alan L. Crane |
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Director |
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February 14, 2008 |
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Alan L. Crane |
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/s/ Marsha H. Fanucci |
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Director |
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February 14, 2008 |
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Marsha H. Fanucci |
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Director |
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Peter Barton Hutt |
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Director |
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Robert S. Langer, Jr. |
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/s/ Stephen T. Reeders |
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Director |
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February 14, 2008 |
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Stephen T. Reeders |
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/s/ Ram Sasisekharan |
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Director |
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February 14, 2008 |
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Ram Sasisekharan |
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Director |
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Bennett M. Shapiro |
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Director |
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Elizabeth Stoner |
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3
Exhibit Index
Exhibit Number |
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Description |
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Filed
With |
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Form |
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Filing
Date |
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Exhibit |
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SEC File Number |
4.1* |
Third Amended and Restated Certificate of Incorporation |
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S-1 |
March 11, 2004 |
3.3 |
333-113522 |
4.2* |
Certificate of Designations of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on November 8, 2005 |
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8-K |
November 8, 2005 |
3.1 |
000-50797 |
4.3* |
Second Amended and
Restated |
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S-1 |
March 11, 2004 |
3.4 |
333-113522 |
4.4* |
Rights Agreement, dated
as of |
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8-K |
November 8, 2005 |
4.1 |
000-50797 |
5 |
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant |
X |
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23.1 |
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) |
X |
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23.2 |
Consent of Independent
Registered |
X |
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24 |
Power of Attorney (included on page 2 of this registration statement) |
X |
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* Incorporated herein by reference.