As filed with the Securities and Exchange Commission on March 29, 2007
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Achillion Pharmaceuticals, Inc.
( Exact Name of Registrant as Specified in Its Charter)
Delaware | 52-2113479 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
300 George Street New Haven, Connecticut |
06511 | |
(Address of Principal Executive Offices) | (Zip Code) |
2006 Stock Incentive Plan
(Full Title of the Plan)
Michael D. Kishbauch
President and Chief Executive Officer
300 George Street
New Haven, Connecticut 06511
(Name and Address of Agent For Service)
203-624-7000
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | |||||
Common Stock, $0.001 par value per share |
438,245 shares | $5.89(2) | $2,581,263.05 | (2) | $80.00 |
(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 Registrants Common Stock as reported on the Nasdaq Global Market on March 28, 2007. |
STATEMENT OF INCORPORATIONS BY REFERENCE
This registration statement on Form S-8 is filed to register the offer and sale of an additional 438,245 shares of the Registrants common stock, $.001 par value per share, to be issued under the Registrants 2006 Stock Incentive Plan. This registration statement incorporates by reference the registration statement on Form S-8, File No. 333-138984 (filed with the Securities and Exchange Commission on November 28, 2006.)
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. Attorneys at WilmerHale, and certain related investment partnerships, own, in the aggregate, 4,916 shares of the registrants common stock.
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 New Haven, Connecticut on this 29th day of March, 2007.
Achillion Pharmaceuticals, Inc. | ||
By: |
/s/ Michael D. Kishbauch | |
Michael D. Kishbauch | ||
President and Chief Executive Officer and Director | ||
(Principal executive officer) |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Achillion, hereby severally constitute and appoint Michael D. Kishbauch and Mary Kay Fenton, 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 Achillion 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/ Michael D. Kishbauch Michael D. Kishbauch |
President and Chief Executive Officer and Director (Principal executive officer) |
March 29, 2007 | ||
/s/ Mary Kay Fenton Mary Kay Fenton |
Mary Kay Fenton Vice President and Chief Financial Officer (Principal financial and accounting officer) |
March 29, 2007 | ||
/s/ James Garvey James Garvey |
Director | March 29, 2007 | ||
/s/ Jason Fisherman, M.D. Jason Fisherman, M.D. |
Director | March 29, 2007 |
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/s/ Jean-Francois Formela Jean-Francois Formela |
Director | March 29, 2007 | ||
/s/ Michael Grey Michael Grey |
Director | March 29, 2007 | ||
/s/ David Scheer David Scheer |
Director | March 29, 2007 | ||
/s/ Stefan Ryser, Ph.D. Stefan Ryser, Ph.D. |
Director | March 29, 2007 | ||
/s/ Christopher White Christopher White |
Director | March 29, 2007 |
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INDEX TO EXHIBITS
Number | Description | |
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) | |
23.2 | Consent of PricewaterhouseCoopers, LLP |