As filed with the Securities and Exchange Commission on December 19, 2014

Registration No. 333-        

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Verastem, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

27-3269467

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S Employer Identification No.)

 

117 Kendrick St., Suite 500
Needham, MA

 

02494

(Address of Principal Executive Offices)

 

(Zip Code)

 

2012 Incentive Plan

(Full title of the plan)

 

Robert Forrester
President and Chief Executive Officer
Verastem, Inc.

117 Kendrick St., Suite 500

Needham, MA 02494

(781) 292-4200

(Name, address, and telephone number, including area code, of agent for service)

 

With copies to:

 

Marko S. Zatylny

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a 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

 

Proposed maximum
aggregate offering
price

 

Amount of
registration
fee

 

Common Stock, $0.0001 par value per share

 

2,827,947 shares

(2)

$

8.27

(3)

$

23,372,981.96

 

$

2,715.94

 

Common Stock, $0.0001 par value per share

 

28,624 shares

(4)

$

10.99

 

$

314,577.76

 

$

36.55

 

Common Stock, $0.0001 par value per share

 

50,000 shares

(4)

$

7.62

 

$

381,000.00

 

$

44.27

 

Common Stock, $0.0001 par value per share

 

15,000 shares

(4)

$

8.32

 

$

124,800.00

 

$

14.50

 

Common Stock, $0.0001 par value per share

 

40,000 shares

(4)

$

9.28

 

$

371,200.00

 

$

43.13

 

Common Stock, $0.0001 par value per share

 

8,000 shares

(4)

$

10.99

 

$

87,920.00

 

$

10.22

 

Common Stock, $0.0001 par value per share

 

15,000 shares

(4)

$

9.28

 

$

139,200.00

 

$

16.18

 

Common Stock, $0.0001 par value per share

 

100,000 shares

(4)

$

13.59

 

$

1,359,000.00

 

$

157.92

 

Common Stock, $0.0001 par value per share

 

140,419 shares

(4)

$

10.07

 

$

1,414,019.33

 

$

164.31

 

Common Stock, $0.0001 par value per share

 

24,500 shares

(4)

$

9.06

 

$

221,970.00

 

$

25.79

 

Common Stock, $0.0001 par value per share

 

63,000 shares

(4)

$

7.45

 

$

469,350.00

 

$

54.54

 

Common Stock, $0.0001 par value per share

 

18,748 shares

(4)

$

8.91

 

$

167,044.68

 

$

19.41

 

Common Stock, $0.0001 par value per share

 

48,000 shares

(4)

$

8.78

 

$

421,440.00

 

$

48.97

 

Totals

 

3,379,238 shares

 

 

 

 

$

28,844,503.73

 

$

3,351.73

 

(1)          This Registration Statement covers an additional 3,379,238 shares of the Registrant’s Common Stock, par value $0.0001 per share (the “Common Stock”), that may be issued pursuant to awards granted under the Registrant’s 2012 Incentive Plan and includes shares that may be added in the future pursuant to the “evergreen” provisions of the plan. The “evergreen” provision provides that on each January 1 an additional number of shares equal to the lesser of (i) 1,285,714 shares of Common Stock, (ii) 4% of the then-outstanding shares of the Registrant or (iii) an amount determined by the board of directors of Verastem, Inc. will be added to the shares authorized for issuance under the 2012 Incentive Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.

 

(2)          Represents shares of Common Stock reserved for issuance under the 2012 Incentive Plan.

 

(3)          Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq Global Market on December 16, 2014 to be $8.51 and $8.02, respectively.

 

(4)          Represents shares of Common Stock reserved for issuance upon the exercise of options previously granted under the Registrant’s 2012 Incentive Plan.

 

 

 



 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed to register an additional 3,379,238 shares under the Registrant’s 2012 Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-180475) filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2012.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 5.  Interests of Named Experts and Counsel.

 

Not applicable.

 

Item 8.  Exhibits.

 

See the Exhibit Index following the signature page.

 

2



 

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 Needham, Commonwealth of Massachusetts on December 19, 2014.

 

 

VERASTEM, INC.

 

 

 

 

By:

/s/ Robert Forrester

 

 

Robert Forrester

 

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Robert Forrester and John B. Green, and each of them singly, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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 singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully 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 either of them, or their or his 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 below by the following persons in the capacities and on the dates indicated.

 

SIGNATURES

 

TITLE

 

DATE

 

 

 

 

 

/s/ Robert Forrester

 

President, Chief Executive Officer

 

December 19, 2014

Robert Forrester

 

(Principal executive officer) and Director

 

 

 

 

 

 

 

/s/ John B. Green

 

Chief Financial Officer

 

December 19, 2014

John B. Green

 

(Principal financial and accounting officer)

 

 

 

 

 

 

 

/s/ Christoph Westphal, M.D., Ph.D.

 

Executive Chairman and Director

 

December 19, 2014

Christoph Westphal, M.D., Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Timothy Barberich

 

Director

 

December 19, 2014

Timothy Barberich

 

 

 

 

 

 

 

 

 

/s/ Paul A. Friedman, M.D.

 

Director

 

December 19, 2014

Paul A. Friedman, M.D.

 

 

 

 

 

 

 

 

 

/s/ Michael Kauffman, M.D., Ph.D.

 

Director

 

December 19, 2014

Michael Kauffman, M.D., Ph.D.

 

 

 

 

 

 

 

 

 

/s/ Alison Lawton

 

Director

 

December 19, 2014

Alison Lawton

 

 

 

 

 

 

 

 

 

/s/ S. Louise Phanstiel

 

Director

 

December 19, 2014

S. Louise Phanstiel

 

 

 

 

 

3



 

/s/Stephen A. Sherwin, M.D.

 

Director

 

December 19, 2014

Stephen A. Sherwin, M.D.

 

 

 

 

 

 

 

 

 

/s/ Henri Termeer

 

Director

 

December 19, 2014

Henri Termeer

 

 

 

 

 

4



 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

4.1

 

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed by the Registrant with the Securities and Exchange Commission on March 30, 2012)

 

 

 

4.2

 

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant with the Securities and Exchange Commission on January 13, 2012)

 

 

 

4.3

 

2012 Incentive Plan (incorporated by reference to Exhibit 10.2 to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant with the Securities and Exchange Commission on January 13, 2012)

 

 

 

5.1

 

Opinion of Ropes & Gray LLP (filed herewith)

 

 

 

23.1

 

Consent of Ropes & Gray LLP (included in Exhibit 5.1)

 

 

 

23.2

 

Consent of Ernst & Young LLP (filed herewith)

 

 

 

24.1

 

Power of attorney (included on the signature page of this Registration Statement under the caption “Power of Attorney”)

 

5


Exhibit 5.1

 

GRAPHIC

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA  02199-3600

WWW.ROPESGRAY.COM

 

December 19, 2014

 

Verastem, Inc.

117 Kendrick, Suite 500

Needham, MA  02494

 

Ladies and Gentlemen:

 

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Verastem, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 3,379,238 shares of Common Stock, $0.0001 par value, of the Company (the “Shares”).  The Shares are issuable under the Company’s 2012 Incentive Plan (the “Plan”).

 

We are familiar with the actions taken by the Company in connection with the adoption of the Plan.  We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein.

 

The opinions expressed below are limited to the Delaware General Corporation Law.

 

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

 

We hereby consent to the filing of this opinion letter 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 and regulations thereunder.

 

Very truly yours,

 

 

 

/s/ Ropes & Gray LLP

 

 

 

Ropes & Gray LLP

 

 


Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2012 Incentive Plan of Verastem, Inc. of our report dated March 6, 2014, with respect to the consolidated financial statements of Verastem, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2013, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

December 18, 2014