S-8

As filed with the Securities and Exchange Commission on March 13, 2019

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ARATANA THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-3826477
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
11400 Tomahawk Creek Parkway, Suite 340 Leawood, KS	66211
(Address of Principal Executive Offices)	(Zip Code)

Aratana Therapeutics, Inc. 2013 Incentive Award Plan

(Full Title of the Plan)

Craig A. Tooman
President and Chief Executive Officer
Aratana Therapeutics, Inc.
11400 Tomahawk Creek Parkway, Suite 340

Leawood, KS 66211

(Name and Address of Agent for Service)
(913) 353-1000

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

(913) 353-1000
John C. Ayres, Esq. General Counsel Aratana Therapeutics, Inc. 11400 Tomahawk Creek Parkway, Suite 340 Leawood, KS 66211 (913) 353-1000	Jack Bowling, Esq. Kelly L. Stout, Esq. Stinson Leonard Street LLP 1201 Walnut Street, Suite 2900 Kansas City, MO 64106 (816) 842-8600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 12b of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
Emerging Growth Company ☐
(Do not check if a smaller reporting 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 Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share	1,203,369 shares(2)	$3.74(3)	$4,500,600.06(3)	$545.47

(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 1,203,369 shares issuable under the Aratana Therapeutics, Inc. 2013 Incentive Award 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 of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 8, 2019.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,203,369 shares of the Registrant’s common stock to be issued pursuant to Registrant’s 2013 Incentive Award Plan and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8

Except as set forth below, the contents of the Registration Statements on Form S-8 (File No. 333-189687, 333-193472, 333-203003, 333-210232,  333-216682 and 333-223653), filed with the Securities and Exchange Commission on June 28, 2013, January 21, 2014, March 25, 2015, March 15, 2016, March 14, 2017 and March 14, 2018, respectively, relating to the Registrant’s 2013 Incentive Award Plan, are incorporated by reference herein.

Item 8.  Exhibits

Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant
4.2(2)	Amended and Restated By-Laws of the Registrant
5.1	Opinion of Stinson Leonard Street LLP, counsel to the Registrant
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Stinson Leonard Street LLP (included in Exhibit 5.1)
24.1	Power of attorney (included on the signature pages of this registration statement)
99.1(3)	Aratana Therapeutics, Inc. 2013 Incentive Award Plan

____________

(1) Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35952) filed with the SEC on July 3, 2013, and incorporated herein by reference.

(2) Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35952) filed with the SEC on July 3, 2013, and incorporated herein by reference.

(3) Previously filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-193472) filed with the SEC on January 21, 2014, and incorporated herein 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 Leawood, State of Kansas, on this 13th day of March, 2019.

ARATANA THERAPEUTICS, INC.
By:	/s/ Craig A. Tooman
	Craig A. Tooman
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Aratana Therapeutics, Inc., hereby severally constitute and appoint Craig A. Tooman and Rhonda L. Hellums, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits 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 or necessary to be done in and about the premises, as full 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 dates indicated.

Signature	Title	Date
/s/ Craig A. Tooman             Craig A. Tooman	President, Chief Executive Officer and Director (Principal Executive Officer)	March 13, 2019
/s/ Rhonda L. Hellums          Rhonda L. Hellums	Chief Financial Officer and Treasurer (Principal Financial and Accounting officer)	March 13, 2019
/s/ Wendy L. Yarno              Wendy L. Yarno	Chairperson of the Board of Directors	March 13, 2019
/s/ Craig A. Barbarosh          Craig A. Barbarosh, Esq.	Director	March 13, 2019
/s/ Laura A. Brege               Laura A. Brege	Director	March 13, 2019
/s/ David L. Brinkley           David L. Brinkley	Director	March 13, 2019
/s/ Irvine O. Hockaday         Irvine “Irv” O. Hockaday, Esq.	Director	March 13, 2019
/s/ Merilee Raines               Merilee Raines	Director	March 13, 2019
/s/ Lowell W. Robinson       Lowell W. Robinson	Director	March 13, 2019
/s/ Robert P. Roche              Robert P. Roche	Director	March 13, 2019
/s/ John Vander Vort            John Vander Vort, Esq.	Director	March 13, 2019

EX-5.1

Exhibit 5.1

March 13, 2019

Aratana Therapeutics, Inc.

11400 Tomahawk Creek Parkway

Suite 340

Leawood, Kansas 66211

Re:Registration Statement on Form S-8
Aratana Therapeutics, Inc. 2013 Incentive Award Plan

Ladies and Gentlemen:

We have acted as counsel to Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), and, at the request of the Company, have examined the registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company on or about the date hereof with the  Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and regulations promulgated thereunder. 

The Registration Statement relates to, among other things, the registration under the Act of up to 1,203,369 shares (the “Shares”) of the Company's common stock, par value $0.001 per share (the “Common Stock”), issuable from time to time pursuant to the Company’s 2013 Incentive Award Plan, as amended (the “Plan”).

In connection with this letter, we have examined the Registration Statement and originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements and instruments of the Company, certificates of public officials and officers of the Company and such other documents and records, and such matters of law, in each case, as we have deemed necessary as a basis for the opinions hereinafter expressed, including the Company's Restated Certificate of Incorporation (the “Charter”), and the Company's Amended and Restated Bylaws (“Bylaws”).

For purposes of the opinions expressed herein, we have assumed (i) the accuracy and completeness of all documents submitted to us, (ii) the authenticity of all documents submitted to us as originals (iii) the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies, (iv) the legal capacity of all natural purposes, (v) the genuineness of the signatures of person signing all documents in connection with which the opinions herein are rendered, (vi) the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution, delivery and binding effect of all documents by the parties thereto other than the Company (vii) that the consideration to be received by the Company in exchange for each Share to be issued pursuant to the Plan constitutes adequate consideration therefor and is actually received by the Company, (viii) that the Shares will not be issued or transferred in violation of any restriction or limitation contained in the Charter, the Bylaws or the Plan.  In addition, we have assumed the accuracy of, and have relied upon, the statements, representations and certificates of public officials and of officers of the Company with respect to certain factual matters that we have not independently established or verified.  This letter assumes that the provisions of the Charter and Bylaws will not be amended after the date hereof.  This opinion further assumes compliance both in the past and

STINSON.COM 1201 WALNUT STREET, SUITE 2900 • KANSAS CITY, MO 64106 816.842.8600 MAIN • 816.691.3495 FAX

Aratana Therapeutics, Inc.

March 13, 2019

Page 2

in the future with the terms of the Plan by the Company and its employees, officers, board of directors and any committee and/or trustee appointed to administer the Plan.

We express no opinion as to matters under or involving the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of Delaware.  We advise you that the issues addressed by this opinion may be governed in whole or in part by other laws, and we express no opinion as to whether any relevant difference exists between the laws upon which our opinion is based and any other laws that may actually govern.

Our opinions expressed herein are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and other laws affecting creditors’ rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers, (ii) the limitations imposed by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law, and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

Based on the foregoing and subject to the limitations and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized by the Company and, when issued to the Plan participants against the provision to the Company of the specified consideration therefor, in each case, as provided in and in accordance with the Plan and the applicable award agreements and duly authorized by all necessary corporate action, will be validly issued, fully paid and non-assessable. 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.  This opinion is rendered on the date hereof and we have no continuing obligation hereunder to inform you of changes of law, including judicial interpretations of law, or of facts of which we become aware after the date hereof.

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 Securities Act or the rules of the Commission.

Very truly yours,

Stinson Leonard Street LLP

/s/ Stinson Leonard Street LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S‑8 of our report dated March 13, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Aratana Therapeutics, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 13,  2019