Idera Pharmaceuticals, Inc. - Securities Registration: Employee Benefit Plan (S-8)
16 Novembre 2007 - 10:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3072298
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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167 Sidney Street
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Cambridge, Massachusetts
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2005 Stock Incentive Plan
(Full Title of the Plan)
Sudhir Agrawal, D. Phil.
Chief Executive Officer
Idera Pharmaceuticals, Inc.
167 Sidney Street
Cambridge, Massachusetts 02139
(Name and Address of Agent For Service)
(617) 679-5500
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Maximum
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Maximum
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Amount of
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Title of Securities to be
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Amount to be
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Offering Price
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Aggregate
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Registration
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Registered
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Registered(1)
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Per Share
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Offering Price
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Fee
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Common Stock, $0.001 par
value per share
(including the
associated Preferred
Stock Purchase Rights)
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1,500,000 shares
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$11.94 (2)
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$17,910,000 (2)
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$550.00
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(1)
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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.
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(2)
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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 Registrants common stock as reported on the American Stock Exchange on
November 14, 2007.
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TABLE OF CONTENTS
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and sale of an
additional 1,500,000 shares of the Registrants common stock, $0.001 par value per share, to be
issued under the Registrants 2005 Stock Incentive Plan. This Registration Statement incorporates
by reference the contents of the registration statements on form S-8, File No. 333-126664 and File
No. 333-137688, filed by the Registrant on July 18, 2005 and September 29, 2006, relating to the
Registrants 2005 Stock Incentive Plan.
Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities
being offered by this registration statement.
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, 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 Cambridge, Massachusetts, on November 16, 2007.
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Idera Pharmaceuticals, Inc.
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By:
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/s/ Sudhir Agrawal
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Sudhir Agrawal, D. Phil.
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Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Idera Pharmaceuticals, Inc., hereby severally
constitute and appoint Sudhir Agrawal and Robert W. Karr 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 Idera
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.
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Signature
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Title
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Date
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/s/ James B. Wyngaarden
James B. Wyngaarden, M.D.
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Chairman of the Board of Directors
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November 16, 2007
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/s/ Sudhir Agrawal
Sudhir Agrawal, D. Phil.
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Chief Executive Officer, Chief
Scientific Officer and Director
(Principal Executive Officer)
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November 16, 2007
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/s/ Robert W. Karr
Robert W. Karr, M.D.
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President and Director
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November 16, 2007
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/s/ Donna A. Lopolito
Donna A. Lopolito, C.P.A.
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Interim Chief Financial Officer
(Principal Financial and
Accounting Officer)
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November 16, 2007
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/s/ Youssef El-Zein
Youssef El-Zein
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Director
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November 16, 2007
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Signature
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Title
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Date
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/s/ C. Keith Hartley
C. Keith Hartley
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Director
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November 16, 2007
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Hans Mueller
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Director
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/s/ William S. Reardon
William S. Reardon, C.P.A.
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Director
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November 16, 2007
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/s/ Alison Taunton-Rigby
Alison Taunton-Rigby, Ph.D.
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Director
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November 16, 2007
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INDEX TO EXHIBITS
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EXHIBIT
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NUMBER
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DESCRIPTION
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4.1 (1)
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Rights Agreement dated December 10, 2001 between the Registrant and
Mellon Investor Services LLC, as rights agent.
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4.2 (2)
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Amendment No. 1 to Rights Agreement dated as of August 27, 2003
between the Registrant and Mellon Investor Services LLC.
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4.3 (3)
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Amendment No. 2 to Rights Agreement dated as of March 24, 2006
between the Registrant and Mellon Investor Services LLC.
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4.4 (4)
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Amendment No. 3 to Rights Agreement, dated as of January 16, 2007
between the Registrant and Mellon Investor Services LLC.
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP, included in
Exhibit 5.1 filed herewith.
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24.1
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Power of Attorney (See signature page of this Registration Statement).
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(1)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form S-2, dated October 10, 2003 (File No. 333-109630)
and incorporated herein by reference.
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(2)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Current Report on Form 8-K, dated August 29, 2003 (File No. 000-27352) and
incorporated herein by reference.
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(3)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Current Report on Form 8-K, dated March 29, 2006 (File No. 001-31918) and
incorporated herein by reference.
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(4)
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Previously filed with the Securities and
Exchange Commission as an Exhibit to the
Registrants Current Report on Form 8-K, dated
January 17, 2007 (File No. 001-31918) and
incorporated herein by reference.
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