Securities Registration: Employee Benefit Plan (s-8)
14 February 2020 - 12:50AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 13, 2020
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.)
|
|
|
675 West Kendall Street,
Henri A. Termeer Square
Cambridge, Massachusetts 02142
|
|
02142
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2018 Stock Incentive Plan
(Full Title of the Plan)
John M. Maraganore, Ph.D.
Chief Executive Officer
Alnylam Pharmaceuticals, Inc.
675 West Kendall Street,
Henri A. Termeer Square
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, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b2
of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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, $0.01 par value per share
|
|
3,290,000 shares(2)
|
|
$120.71
|
|
$397,135,900.00
|
|
$51,548.24
|
|
|
(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.
|
(2)
|
Consists of 3,290,000 shares issuable under the 2018 Stock Incentive Plan, pursuant to the terms of such plan.
|
(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 Registrants Common Stock as reported on the Nasdaq Global Select Market on February 6, 2020.
|
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes of registering 3,290,000 additional
shares of common stock, par value $0.01 per share (Common Stock) of Alnylam Pharmaceuticals, Inc. (the Registrant) that may be issued pursuant to equity awards granted pursuant to the Alnylam Pharmaceuticals, Inc. 2018 Stock
Incentive Plan (the 2018 Plan). On April 25, 2019, pursuant to an Amendment to the 2018 Plan, the number of shares of Common Stock reserved and available for issuance under the 2018 Plan increased by 3,290,000. This Registration
Statement registers these additional 3,290,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2018 Plan for which the Registrants registration statement filed on Form S-8 (Registration No. 333-226533) on August 2, 2018, is effective. The information contained in the Registrants registration statement on Form S-8
(Registration No. 333-226533), is hereby incorporated by reference pursuant to General Instruction E, except for Item 8. Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 this 13th day of February, 2020.
|
|
|
ALNYLAM PHARMACEUTICALS, INC.
|
|
|
By:
|
|
/s/ John M. Maraganore, Ph.D.
|
|
|
John M. Maraganore, Ph.D.
|
|
|
Chief Executive Officer
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Alnylam Pharmaceuticals, Inc., hereby severally constitute and appoint John M. Maraganore and
Jeffrey V. Poulton, 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 of 1933, 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 of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ John M. Maraganore, Ph.D.
John M. Maraganore, Ph.D.
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 13, 2020
|
|
|
|
/s/ Jeffrey V. Poulton
Jeffrey V. Poulton
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
February 13, 2020
|
|
|
|
/s/ Dennis A. Ausiello, M.D.
Dennis A. Ausiello, M.D.
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Michael W. Bonney
Michael W. Bonney
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Marsha H. Fanucci
Marsha H. Fanucci
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Margaret A. Hamburg, M.D.
Margaret A. Hamburg, M.D.
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Steven M. Paul, M.D.
Steven M. Paul, M.D.
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ David E.I. Pyott
David E.I. Pyott
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Colleen F. Reitan
Colleen F. Reitan
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Paul R. Schimmel, Ph.D.
Paul R. Schimmel, Ph.D.
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Amy W. Schulman
Amy W. Schulman
|
|
Director
|
|
February 13, 2020
|
|
|
|
/s/ Phillip A. Sharp, Ph.D.
Phillip A. Sharp, Ph.D.
|
|
Director
|
|
February 13, 2020
|
Alnylam Pharmaceuticals (NASDAQ:ALNY)
Historical Stock Chart
From Apr 2024 to May 2024
Alnylam Pharmaceuticals (NASDAQ:ALNY)
Historical Stock Chart
From May 2023 to May 2024