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As filed with the Securities and Exchange Commission on May 10, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARVINAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 47-2566120 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| 5 Science Park 395 Winchester Ave. New Haven, Connecticut |
06511 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2018 Stock Incentive Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plan)
John Houston, Ph.D.
President and Chief Executive Officer
Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, Connecticut 06511
(Name and Address of Agent for Service)
(203) 535-1456
(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 12b-2 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 Aggregate |
Amount of Registration Fee | ||||
| Common Stock, $0.001 par value per share |
1,616,887 shares(2) | $19.82(3) | $32,046,701(3) | $3,884.07 | ||||
|
| ||||||||
|
| ||||||||
| (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 (i) 1,293,510 additional shares issuable under the 2018 Stock Incentive Plan and (ii) 323,377 additional shares issuable under the 2018 Employee Stock Purchase 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 May 7, 2019. |
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EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2018 Stock Incentive Plan and the 2018 Employee Stock Purchase Plan of Arvinas, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-227555, filed with the Securities and Exchange Commission on September 27, 2018 by the Registrant, relating to the Registrant’s Incentive Share Plan, as amended, 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, except for Item 8, Exhibits.
| Item 8. | Exhibits |
| (1) | Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. |
| (2) | Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. |
| (3) | Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227112), and incorporated herein by reference. |
| (4) | Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227112), and incorporated herein by reference. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 New Haven, State of Connecticut, on this 10th day of May, 2019.
| ARVINAS, INC. | ||
| By: | /s/ John Houston, Ph.D. | |
| John Houston, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arvinas, Inc., hereby severally constitute and appoint John Houston, Ph.D., Sean Cassidy and Matthew Batters, and each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Arvinas, 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/ John Houston, Ph.D. John Houston, Ph.D. |
President, Chief Executive Officer and Director (principal executive officer) |
May 10, 2019 | ||
| /s/ Sean Cassidy Sean Cassidy |
Chief Financial Officer and Treasurer (principal financial and accounting officer) |
May 10, 2019 | ||
| /s/ Timothy Shannon, M.D. Timothy Shannon, M.D. |
Chairman of the Board of Directors |
May 10, 2019 | ||
| /s/ Edward Kennedy, Jr. Edward Kennedy, Jr. |
Director |
May 10, 2019 | ||
| /s/ Jakob Loven, Ph.D. Jakob Loven, Ph.D. |
Director |
May 10, 2019 | ||
| /s/ Bradley Margus Bradley Margus |
Director |
May 10, 2019 | ||
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| /s/ Briggs Morrison, M.D. Briggs Morrison, M.D. |
Director |
May 10, 2019 | ||
| /s/ Kush Parmar, M.D., Ph.D. Kush Parmar, M.D., Ph.D. |
Director |
May 10, 2019 | ||
| /s/ Liam Ratcliffe, M.D., Ph.D. Liam Ratcliffe, M.D., Ph.D. |
Director |
May 10, 2019 | ||
Exhibit 5.1
| May 10, 2019 |
Brian A. Johnson
+1 212 230 8800 (t) +1 212 230 8888 (f) wilmerhale.com |
Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, CT 06511
| Re: | 2018 Stock Incentive Plan |
2018 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,616,887 shares of common stock, $0.001 par value per share (the “Shares”), of Arvinas, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan (collectively, the “Plans”).
We have examined the certificate of incorporation and bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
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 certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
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.
Based on 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 Plans, the Shares will be validly issued, fully paid and nonassessable.
| May 10, 2019 Page 2 |
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We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. 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/ Brian A. Johnson | |
| Brian A. Johnson, Partner | ||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 2019, relating to the consolidated financial statements of Arvinas, Inc. and subsidiaries appearing in the Annual Report on Form 10-K of Arvinas, Inc. and subsidiaries for the year ended December 31, 2018.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
May 10, 2019