As filed with the Securities and Exchange Commission on February 14, 2008

 

 

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)

 

CALCULATION OF REGISTRATION FEE

 

 

(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 an additional 1,823,491 shares issuable under the 2004 Stock Incentive Plan, as amended.

 

(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 Market on February 12, 2008.

 

 

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. 333-140760, relating to the Registrant’s 2004 Stock Incentive Plan, as amended, and (ii) 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 by reference.

 

 

 

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 14th day of February, 2008.

 

				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.

 

 

 

2

 

 

 

 

 

3

 

 

Exhibit Index

 

Exhibit Number

Description

Filed With This Form S-8

Form

Filing Date With SEC

Exhibit Number

SEC File Number

 

 

*  Incorporated herein by reference.