As filed with the Securities and Exchange Commission on January 5, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Infinity Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 33-0655706 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 780 Memorial Drive | ||
| Cambridge, Massachusetts | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan
(Full Title of the Plan)
Gerald E. Quirk, Esq.
Vice President, Corporate Affairs and General Counsel
Infinity Pharmaceuticals, Inc.
780 Memorial Drive
Cambridge, Massachusetts 02139
(Name and Address of Agent For Service)
(617) 453-1000
(Telephone Number, Including Area Code, of Agent For Service)
with a copy to:
Steven D. Singer, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Title of Class of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.001 par value per share |
1,049,558 shares(1) | $6.15(2) | $6,454,781.70(2) | $460.23 | ||||
| (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) | The fee was estimated in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low prices of the shares as reported on The Nasdaq Global Market on December 31, 2009. |
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed to register an additional 1,049,558 shares of Common Stock, $0.001 par value per share, of Infinity Pharmaceuticals, Inc. (the “Registrant”) issuable under the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended (the “Plan”). Pursuant to General Instruction E to Form S-8, except for Item 5 “Interests of Named Experts and Counsel” and Item 8 “Exhibits,” this registration statement incorporates by reference the contents of (u) the registration statement on Form S-8, File No. 333-156641, filed by the Registrant on January 9, 2009 relating to the Plan, (v) the registration statement on Form S-8, File No. 333-151135, filed by the Registrant on May 23, 2008 relating to the Plan, (w) the registration statement on Form S-8, File No. 333-145306, filed by the Registrant on August 10, 2007 relating to the Plan, (x) the registration statement on Form S-8, File No. 333-138248, filed by the Registrant on October 27, 2006 relating to the Plan and the Infinity Pharmaceuticals, Inc. Pre-Merger Stock Incentive Plan, as amended, (y) the registration statement on Form S-8, File No. 333-97173, filed by the Registrant on July 26, 2002 relating to the Plan and the Registrant’s 2000 Employee Stock Purchase Plan, and (z) the registration statement on Form S-8, File No. 333-44850, filed by the Registrant on August 30, 2000 relating to the Plan and the Registrant’s 2000 Employee Stock Purchase Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| 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. A partnership in which interests are owned directly and/or beneficially by partners and employees of WilmerHale owns 9,455 shares of the Registrant’s Common Stock.
| Item 8. | Exhibits. |
The Index to Exhibits immediately preceding the exhibits is 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 Cambridge, Massachusetts, on this 5th day of January, 2010.
| INFINITY PHARMACEUTICALS, INC. |
| /S/ ADELENE Q. PERKINS |
| Adelene Q. Perkins President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Infinity Pharmaceuticals, Inc., hereby severally constitute and appoint Steven H. Holtzman, Adelene Q. Perkins and Gerald E. Quirk, 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 Infinity 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ ADELENE Q. PERKINS Adelene Q. Perkins |
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) |
January 4, 2010 | ||
| /S/ CHRISTOPHER M. LINDBLOM Christopher M. Lindblom |
Controller and Assistant Treasurer (Principal Accounting Officer) |
January 5, 2010 | ||
| /S/ STEVEN H. HOLTZMAN Steven H. Holtzman |
Executive Chair of the Board | January 5, 2010 | ||
| /S/ MARTIN BABLER Martin Babler |
Director | January 4, 2010 | ||
| /S/ ANTHONY B. EVNIN, PH.D. Anthony B. Evnin, Ph.D. |
Director | January 5, 2010 | ||
| /S/ HARRY F. HIXSON, JR., PH.D. Harry F. Hixson, Jr., Ph.D. |
Director | January 5, 2010 | ||
| /S/ ERIC S. LANDER, PH.D. Eric S. Lander, Ph.D. |
Director | January 5, 2010 | ||
| /S/ ARNOLD J. LEVINE, PH.D. Arnold J. Levine, Ph.D. |
Director | January 5, 2010 | ||
| /S/ THOMAS J. LYNCH, JR., M.D. Thomas J. Lynch, Jr., M.D. |
Director | January 4, 2010 | ||
| /S/ FRANKLIN H. MOSS, PH.D. Franklin H. Moss, Ph.D. |
Director | January 5, 2010 | ||
| /S/ IAN F. SMITH Ian F. Smith |
Director | January 5, 2010 | ||
| /S/ JAMES B. TANANBAUM, M.D. James B. Tananbaum, M.D. |
Director | January 5, 2010 | ||
| /S/ MICHAEL C. VENUTI, PH.D. Michael C. Venuti, Ph.D. |
Director | January 5, 2010 | ||
INDEX TO EXHIBITS
| Number |
Description | |
| 4.1 | Restated Certificate of Incorporation of the Registrant dated May 30, 2007. Previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 (File No. 000-31141) and incorporated herein by reference. | |
| 4.2 | Amended and Restated Bylaws of the Registrant. Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 17, 2009 (File No. 000-31141) and incorporated herein by reference. | |
| 4.3 | Rights Agreement between the Registrant and American Stock Transfer & Trust Company dated February 13, 2003, which includes the form of Certificate of Designation for the Series A junior participating preferred stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Series A junior participating preferred stock as Exhibit C. Previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 24, 2003 (File No. 000-31141) and incorporated herein by reference. | |
| 4.4 | First Amendment to the Rights Agreement between the Registrant and American Stock Transfer & Trust Company dated April 11, 2006. Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2006 (File No. 000-31141) and incorporated herein by reference. | |
| 4.5 | Second Amendment to the Rights Agreement between the Registrant and American Stock Transfer & Trust Company dated November 19, 2008. Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 20, 2008 (File No. 000-31141) and incorporated herein by reference. | |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant. Filed herewith. | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). Filed herewith. | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm to the Registrant. Filed herewith. | |
| 24.1 | Power of attorney (included on the signature pages of this registration statement). | |
| 99.1 | Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended. Previously filed as Exhibit 10.59 to the Registrant’s Registration Statement on Form S-1, as amended, filed on July 21, 2000 (File No. 333-36638) and incorporated herein by reference. | |
| 99.2 | Amendment No. 1 to the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended; Amendment No. 2 to the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended; Amendment No. 3 to the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended. Previously filed as Exhibit 10.32 to the Registrant’s Current Report on Form 8-K on September 18, 2006 (File No. 000-31141) and incorporated herein by reference. | |
| 99.3 | Amendment No. 4 to the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended. Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q on August 9, 2007 (File No. 000-31141) and incorporated herein by reference. | |
| 99.4 | Amendment No. 5 to the Infinity Pharmaceuticals, Inc. 2000 Stock Incentive Plan (formerly named the Discovery Partners International, Inc. 2000 Stock Incentive Plan), as amended. Previously filed as Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed on May 23, 2008 (File. No. 333-151135) and incorporated herein by reference. | |