As filed with the Securities and Exchange Commission on February 12, 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

 

MOMENTA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)

 

 

2004 Stock Incentive Plan, as amended

(Full Title of the Plan)

 

Craig A. Wheeler

President and Chief Executive Officer

Momenta Pharmaceuticals, Inc.
675 West Kendall Street
Cambridge, MA 02142
(Name and Address of Agent for Service)

 

(617) 491-9700

(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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange 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, $0.0001 par value per share		1,974,303 shares		$	14.38	(2)	$	28,380,606	(2)	$	2,024.00

(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)                                 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 Market on February 10, 2010.

 

 

 

STATEMENT OF INCORPORATION BY REFERENCE

 

Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of (i) the registration statement on Form S-8, File No. 333-157275, relating to the Registrant’s 2004 Stock Incentive Plan, as amended, (ii) the registration statement on Form S-8, File No. 333-149253, relating to the Registrant’s 2004 Stock Incentive Plan, as amended,  (iii) the registration statement on Form S-8, File No. 333-140760, relating to the Registrant’s 2004 Stock Incentive Plan, as amended, and (iv) the registration statement on Form S-8, File No. 333-117173, relating to each of the Registrant’s 2002 Stock Incentive Plan, 2004 Stock Incentive Plan and 2004 Employee Stock Purchase Plan.

 

Item 8.    Exhibits.

 

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

 

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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 Cambridge, Commonwealth of Massachusetts, on the 12th day of February, 2010.

 

	MOMENTA PHARMACEUTICALS, INC.
	By:	/s/ Craig A. Wheeler
		Craig A. Wheeler
		President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Momenta Pharmaceuticals, Inc., hereby severally constitute and appoint Craig A. Wheeler and Richard P. Shea, 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 Momenta 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, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Craig A. Wheeler		President and Chief Executive Officer and		February 12, 2010
Craig A. Wheeler		Director (Principal Executive Officer)
/s/ Richard P. Shea		Senior Vice President, Chief Financial Officer		February 12, 2010
Richard P. Shea		and Treasurer (Principal Financial and Accounting Officer)
/s/ James R. Sulat		Chairman of the Board		February 12, 2010
James R. Sulat
/s/ John K. Clarke		Director		February 12, 2010
John K. Clarke
/s/ Alan L. Crane		Director		February 12, 2010
Alan L. Crane

 

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/s/ Bruce Downey		Director		February 12, 2010
Bruce Downey
/s/ Marsha H. Fanucci		Director		February 12, 2010
Marsha H. Fanucci
/s/ Peter Barton Hutt		Director		February 12, 2010
Peter Barton Hutt
/s/ Ram Sasisekharan		Director		February 10, 2010
Ram Sasisekharan
/s/ Bennett M. Shapiro		Director		February 12, 2010
Bennett M. Shapiro
		Director
Elizabeth Stoner

 

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Exhibit Index

 

Filed With

Incorporated by Reference to

Exhibit Number

Description

This Form S-8

Form

Filing Date With SEC

Exhibit Number

SEC File Number

4.1

Third Amended and Restated Certificate of Incorporation

S-1

March 11, 2004

3.3

333-113522

4.2

Second Amended and Restated By-laws

S-1

March 11, 2004

3.4

333-113522

5.1

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

X

23.1

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

X

23.2

Consent of Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (included on page 3 of this registration statement)

X

99.1

2004 Stock Incentive Plan, as amended

10-K

March 15, 2007

10.18

000-50797

 

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