Form S-8 MOMENTA PHARMACEUTICALS
As filed with the Securities and Exchange Commission on August 8, 2016.
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 | 04-3561634 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
675 West Kendall Street Cambridge, Massachusetts | 02142 | |
(Address of Principal Executive Offices) | (Zip Code) |
Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan
(Full title of the plan)
Bruce A. Leicher
Momenta Pharmaceuticals, Inc.
675 West Kendall Street
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 491-9700
(Telephone number, including area code, of agent for service)
Copy to:
Peter N. Handrinos
Latham & Watkins LLP
200 Clarendon Street, 27th Floor
Boston, Massachusetts 02116
(617) 948-6000
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 x | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee | |||||||
Common stock, par value $0.0001 per share | 4,250,000(2) | $10.93 | $46,452,500 | $4,678 | |||||||
(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 4,250,000 shares issuable under the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan, as amended and restated (the “2013 Plan”).
(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 Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), as reported on The Nasdaq Global Select Market on August 4, 2016.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,250,000 shares of the Registrant’s Common Stock to be issued under the 2013 Plan, for which Registration Statements on Form S-8 of the Registrant relating to such employee benefit plan are effective.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registration Statements on Form S-8 (File Nos. 333-206112, 333-197582 and 333-190394).
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 August 8, 2016.
MOMENTA PHARMACEUTICALS, INC. | ||
By: | /s/ Craig A. Wheeler | |
Name: Craig A. Wheeler | ||
Title: President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes and appoints Craig A. Wheeler, Bruce A. Leicher and Richard P. Shea, and each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature | Title | Date | |||
/s/ Craig A. Wheeler | President, Chief Executive Officer and Director | August 8, 2016 | |||
Craig A. Wheeler | (Principal Executive Officer) | ||||
/s/ Richard P. Shea | Senior Vice President and Chief Financial Officer | August 8, 2016 | |||
Richard P. Shea | (Principal Financial and Accounting Officer) | ||||
/s/ James R. Sulat | Chairman of the Board and Director | August 8, 2016 | |||
James R. Sulat | |||||
/s/ Marsha H. Fanucci | Director | August 8, 2016 | |||
Marsha H. Fanucci | |||||
/s/ Bruce L. Downey | Director | August 8, 2016 | |||
Bruce L. Downey | |||||
/s/ Georges Gemayel | Director | August 8, 2016 | |||
Georges Gemayel | |||||
/s/ Jose-Carlos Gutierrez-Ramos | Director | August 8, 2016 | |||
Jose-Carlos Gutierrez-Ramos | |||||
/s/ Thomas P. Koestler | Director | August 8, 2016 | |||
Thomas P. Koestler | |||||
/s/ Elizabeth Stoner | Director | August 8, 2016 | |||
Elizabeth Stoner | |||||
/s/ Steven C. Gilman | Director | August 8, 2016 | |||
Steven C. Gilman |
INDEX TO EXHIBITS
Exhibit Number | Description | |
4.1(1) | Third Amended and Restated Certificate of Incorporation of the Registrant | |
4.2(2) | Certificate of Designations of Series A Junior Participating Preferred Stock, dated November 8, 2005 | |
4.3(3) | Third Amended and Restated By-laws of the Registrant | |
4.4(4) | Specimen certificate evidencing shares of common stock of the Registrant | |
4.5(5) | Investor Rights Agreement, dated as of July 25, 2006, by and between Novartis Pharma AG and the Registrant | |
5.1 | Opinion of Latham & Watkins LLP | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page) | |
99.1(6) | Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan (as amended and restated) |
(1) Filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-3 filed on April 30, 2013 (File No. 333-188227) and incorporated herein by reference.
(2) Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 8, 2005 (File No. 000-50797) and incorporated herein by reference.
(3) Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2014 (File No. 000-50797) and incorporated herein by reference.
(4) Filed as Exhibit 4.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 filed on June 15, 2004 (File No. 333-113522) and incorporated herein by reference.
(5) Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 8, 2006 (File No. 000-50797) and incorporated herein by reference.
(6) Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 5, 2016 (File No. 000-50797) and incorporated herein by reference.
Exhibit 5.1
August 8, 2016 | John Hancock Tower, 27th Floor 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com FIRM / AFFILIATE OFFICES Barcelona Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan | Moscow Munich New Jersey New York Orange County Paris Riyadh Rome San Diego San Francisco Shanghai Silicon Valley Singapore Tokyo Washington, D.C. |
Momenta Pharmaceuticals, Inc.
675 West Kendall Street
Cambridge, Massachusetts 02142
Re: | Registration Statement on Form S-8; 4,250,000 shares of common stock, par value $0.0001 per share, of Momenta Pharmaceuticals, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to Momenta Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 4,250,000 shares of its common stock, $0.0001 par value per share (the “Shares”), issuable under the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan (as amended and restated, the “2013 Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2016 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon a certificate and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”) and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by and pursuant to the 2013 Plan, and assuming in each case that the individual issuances, grants or awards under the 2013 Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the 2013 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In
August 8, 2016 Page 2 |
rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ LATHAM & WATKINS LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm |
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Momenta Pharmaceuticals, Inc. 2013 Incentive Award Plan of our reports dated February 26, 2016, with respect to the consolidated financial statements of Momenta Pharmaceuticals, Inc. and the effectiveness of internal control over financial reporting of Momenta Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission. |
/s/ Ernst & Young LLP |
Boston, Massachusetts
August 8, 2016
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- TotalEnergies Celebrates its 100th Anniversary and Launches the Operation "100 for 100"
- Timekettle Unlocks Language Barrier-Free Travel This Spring
- IASO Bio Announces NMPA's IND Approval for Equecabtagene Autoleucel in Second- and Third-Line Treatment of Multiple Myeloma
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!