As filed with the Securities and Exchange Commission on February 11, 2021
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
Amended and Restated 2004 Employee Stock Purchase Plan
(Full Title of the Plans)
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 | ☐ | 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 |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.01 par value per share: |
||||||||
2018 Stock Incentive Plan |
7,000,000(2) | $157.18(4) | $1,100,260,000(4) | $120,038.37 | ||||
Amended and Restated 2004 Employee Stock Purchase Plan |
750,000(3) | $133.60(5) | $100,200,000(5) | $10,932 | ||||
TOTAL: |
7,750,000 | $1,200,460,000 | $130,971 | |||||
| ||||||||
|
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
(2) | Represents 7,000,000 shares of common stock that were added to the shares authorized for issuance under the 2018 Stock Incentive Plan, as amended (the 2018 Plan), pursuant to an amendment to the 2018 Plan approved by the Registrants board of directors (the Board) on March 1, 2020 and its stockholders on May 6, 2020. |
(3) | Represents 750,000 shares of common stock that were added to the shares authorized for issuance under the Amended and Restated 2004 Employee Stock Purchase Plan, as amended (the ESPP), pursuant to an amendment to the ESPP approved by the Registrants Board on March 1, 2020 and its stockholders on May 6, 2020. |
(4) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $157.18 per share, which is the average of the high and low prices of common stock on February 4, 2021, as reported on the Nasdaq Global Select Market. |
(5) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $157.18 per share, which is the average of the high and low prices of common stock on February 4, 2021, as reported on the Nasdaq Global Select Market. Pursuant to the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be at least eighty-five (85%) of the lower of the fair market value of a share of common stock on the first day of trading of the offering period or on the exercise date. |
EXPLANATORY NOTE
On March 1, 2020, the board of directors (the Board) of Alnylam Pharmaceuticals, Inc. (the Registrant) approved an amendment to the Registrants 2018 Stock Incentive Plan, as amended (the 2018 Plan), pursuant to which the number of shares of common stock, par value $0.01 per share (Common Stock) reserved and available for issuance under the 2018 Plan increased by 7,000,000 shares subject to stockholder approval, which was received on May 6, 2020. This Registration Statement on Form S-8 registers these 7,000,000 additional shares of Common Stock. The additional shares available for issuance under the 2018 Plan are of the same class as other securities relating to the 2018 Plan for which the Registrants registration statements filed on Form S-8 (Registration No. 333-226533) on August 2, 2018, and on Form S-8 (Registration No. 333-236409) on February 13, 2020, are effective.
On March 1, 2020, the Board also approved an amendment to the Registrants Amended and Restated 2004 Employee Stock Purchase Plan, as amended (the ESPP), pursuant to which the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 750,000 shares subject to stockholder approval, which was received on May 6, 2020. The additional shares available for issuance under the ESPP are of the same class as other securities relating to the ESPP for which the Registrants registration statements filed on Form S-8 (File No. 333-116151) on June 3, 2004, on Form S-8 (File No. 333-172370) on February 18, 2011, and on Form S-8 (Registration No. 333-219840) on August 9, 2017, are effective.
The information contained in the Registrants prior registration statements on Form S-8 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.
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 11th day of February, 2021.
ALNYLAM PHARMACEUTICALS, INC. | ||
By: | /s/ John M. Maraganore | |
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 11, 2021 | ||
/s/ Jeffrey V. Poulton Jeffrey V. Poulton |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 11, 2021 | ||
/s/ Dennis A. Ausiello, M.D. Dennis A. Ausiello, M.D. |
Director | February 11, 2021 | ||
/s/ Michael W. Bonney Michael W. Bonney |
Director | February 11, 2021 | ||
/s/ Olivier Brandicourt, M.D. Olivier Brandicourt, M.D. |
Director | February 11, 2021 | ||
/s/ Marsha H. Fanucci Marsha H. Fanucci |
Director | February 11, 2021 | ||
/s/ Margaret A. Hamburg, M.D. Margaret A. Hamburg, M.D. |
Director | February 11, 2021 | ||
/s/ Steven M. Paul, M.D. Steven M. Paul, M.D. |
Director | February 11, 2021 | ||
/s/ David E.I. Pyott David E.I. Pyott |
Director | February 11, 2021 |
/s/ Colleen F. Reitan Colleen F. Reitan |
Director |
February 11, 2021 | ||
/s/ Colleen F. Reitan Colleen F. Reitan |
Director |
February 11, 2021 | ||
/s/ Phillip A. Sharp, Ph.D. Phillip A. Sharp, Ph.D. |
Director |
February 11, 2021 |
Exhibit 5.1
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
February 11, 2021
Alnylam Pharmaceuticals, Inc.
675 West Kendall Street
Henri A. Termeer Square
Cambridge, Massachusetts 02142
Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 7,750,000 shares (the Shares) of Common Stock, $0.01 par value per share (Common Stock), of Alnylam Pharmaceuticals, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2018 Stock Incentive Plan, as amended, and the Companys Amended and Restated 2004 Employee Stock Purchase Plan, as amended (collectively, the Plans).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ Goodwin Procter LLP |
GOODWIN PROCTER LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Alnylam Pharmaceuticals, Inc. of our report dated February 11, 2021 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Alnylam Pharmaceuticals, Inc.s Annual Report on Form 10-K for the year ended December 31, 2020.
/s/PricewaterhouseCoopers LLP |
Boston, Massachusetts |
February 11, 2021 |