AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER  11, 2017

 

REGISTRATION NO. 333-            

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

____________________

ENANTA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)

____________________

2012 Equity Incentive Plan
(Full title of the plan)

____________________

Jay R. Luly
President and Chief Executive Officer
Enanta Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, Massachusetts 02472
(Name and address of agent for service)

(617) 607-0800
(Telephone number, including area code, of agent for service)

____________________

Copy to:

Stacie S. Aarestad, Esq.
Foley Hoag LLP

155 Seaport Boulevard
Boston, Massachusetts 02110-2600
(617) 832-1000

____________________

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.  (Check one):

 

 

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CALCULATION OF REGISTRATION FEE

 

 

 

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Statement Regarding Incorporation by Reference from Effective Registration Statement

Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the entire contents of its Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 10, 2013 (File No. 333-189217) , December 18, 2013 (File No. 333-192935), February 24, 2015 (File No. 333- 202257), February 16, 2016 (File No. 333- 209542) and December 9, 2016 (File No. 333-215011).

The number of shares of Common Stock, $0.01 par value per share, of the Company available for issuance under the Plan is subject to an automatic annual increase on the first day of each fiscal year of the Company equal to the least of (i) 3% of the outstanding shares on such date, (ii) 2,088,167 shares of Common Stock, or (iii) an amount determined by the Compensation Committee of the Board of Directors. This Registration Statement registers the 573,603 additional shares of Common Stock resulting from the automatic annual increase for the fiscal year beginning October 1, 2017.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

 

 

 

1

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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 Watertown, Commonwealth of Massachusetts, as of  December 11, 2017.

 

POWER OF ATTORNEY

We, the undersigned officers and directors of Enanta Pharmaceuticals, Inc., hereby severally constitute and appoint each of Jay R. Luly and Paul J. Mellett, our true and lawful attorneys‑in‑fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S‑8 (including any post‑effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact may 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 as of the dates indicated.