Form S-1MEF

As filed with the Securities and Exchange Commission on March 11, 2010

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AVEO PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   04-3581650

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tuan Ha-Ngoc

Chief Executive Officer

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

Steven D. Singer, Esq.

Cynthia T. Mazareas, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

 

Joseph D. Vittiglio, Esq.

Vice President, Corporate Counsel

AVEO Pharmaceuticals, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(617) 299-5000

 

Patrick O’Brien, Esq.

Paul M. Kinsella, Esq.

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

(617) 951-7000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-163778

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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. (Check one):

 

Large accelerated filer

  ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities

to be registered

 

Amount

to be
registered (1)

  Proposed
maximum
offering price
per share (2)
 

Proposed
maximum
aggregate

offering price (2)

 

Amount of

registration fee

Common Stock, $0.001 par value per share

  2,300,000 shares   $9.00   $20,700,000   $1,476
 
 
(1) Includes 300,000 shares which the Underwriters have the option to purchase from the Registrant to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(a).

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of AVEO Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-163778), which was declared effective by the Commission on March 11, 2010, are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 March, 2010.

 

AVEO PHARMACEUTICALS, INC.
By:   /s/    TUAN HA-NGOC        
Name:   Tuan Ha-Ngoc
Title:   Chief Executive Officer

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/    TUAN HA-NGOC        

Tuan Ha-Ngoc

  

Chief Executive Officer and Director

(Principal Executive Officer)

  March 11, 2010

/s/    DAVID JOHNSTON        

David Johnston

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  March 11, 2010

*

Kenneth M. Bate

   Director   March 11, 2010

*

Douglas G. Cole

   Director   March 11, 2010

*

Ronald A. DePinho

   Director   March 11, 2010

*

Anthony B. Evnin

   Director   March 11, 2010

*

Nicholas Galakatos

   Director   March 11, 2010

*

Russell Hirsch

   Director   March 11, 2010

*

Raju Kucherlapati

   Director   March 11, 2010

*

Kenneth E. Weg

   Director   March 11, 2010

*

Robert C. Young

   Director   March 11, 2010

 

* By:  

/s/    TUAN HA-NGOC        

  Tuan Ha-Ngoc
  Attorney-in-fact


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5.1    Opinion of WilmerHale
23.1    Consent of WilmerHale (included in Exhibit 5.1)
23.2    Consent of Ernst & Young LLP
  24.1*    Powers of Attorney

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-163778) filed with the Commission on December 16, 2009.
Opinion of WilmerHale

Exhibit 5.1

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March 11, 2010

  LOGO

 

AVEO Pharmaceuticals, Inc.

 

75 Sidney Street

 

Cambridge, Massachusetts 02139

 

 

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

This opinion is furnished to you in connection with a Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 462(b) of the Securities Act, for the registration of 2,300,000 shares of Common Stock, $0.001 par value per share (the “Shares”), of AVEO Pharmaceuticals, Inc., a Delaware corporation (the “Company”), including 300,000 Shares issuable upon exercise of an over-allotment option granted by the Company.

The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several underwriters named in the Underwriting Agreement, the form of which has been filed as Exhibit 1.1 to the Registration Statement.

We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

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LOGO

March 11, 2010

Page 2

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby 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 of the Commission.

 

Very truly yours,

WILMER CUTLER PICKERING

HALE AND DORR LLP

By:  

/s/ Steven D. Singer

  Steven D. Singer, a Partner
Consent of Ernst & Young LLP

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated February 8, 2010 (except Notes 11 and 16, as to which the date is February 18, 2010), included in the Registration Statement on Form S-1 (No. 333-163778) and related Prospectus of AVEO Pharmaceuticals, Inc., in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, dated March 11, 2010.

/s/    Ernst & Young LLP

Boston, Massachusetts

March 8, 2010