Form S-8

As filed with the Securities and Exchange Commission on January 30, 2015

Registration No. 333-            






Washington, D.C. 20549









Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)




Delaware 26-0662915

(State or Other Jurisdiction of

Incorporation or Organization)


(I.R.S. Employer

Identification No.)

38 Sidney Street, 2nd Floor

Cambridge, MA

(Address of Principal Executive Offices)   (Zip Code)

2013 Stock Incentive Plan

(Full Title of the Plan)

David P. Schenkein, M.D.

Chief Executive Officer

Agios Pharmaceuticals, Inc.

38 Sidney Street, 2nd Floor

Cambridge, MA 02139

(Name and Address of Agent For Service)

(617) 649-8600

(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 12b-2 of the Exchange Act.


Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨





Title of Securities

to be Registered



to be

Registered (1)




Offering Price

Per Share





Offering Price

  Amount of
Registration Fee

Common Stock, $0.001 par value per share

  1,484,020 shares   $121.68 (2)   $180,575,554 (2)   $20,983



(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 sale prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on January 28, 2015.




Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan of Agios Pharmaceuticals, 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 (i) the Registration Statement on Form S-8, File No. 333-190101, filed with the Securities and Exchange Commission on July 24, 2013 by the Registrant, relating to the Registrant’s 2007 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, and (ii) the Registration Statement on Form S-8, File No. 333-193802, filed with the Securities and Exchange Commission on February 7, 2014, relating to the Registrant’s 2013 Stock Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.


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 this 30th day of January, 2015.



/s/ David P. Schenkein

  David P. Schenkein, M.D.
  Chief Executive Officer


We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint David P. Schenkein, M.D., J. Duncan Higgons and Glenn Goddard 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 Agios 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 by the following persons in the capacities and on the dates indicated.







/s/ David P. Schenkein


Chief Executive Officer

and Director

(Principal executive officer)

  January 30, 2015
David P. Schenkein, M.D.     

/s/ Glenn Goddard


Senior Vice President, Finance

(Principal financial and accounting officer)

  January 30, 2015
Glenn Goddard     

/s/ Lewis C. Cantley

   Director   January 30, 2015
Lewis C. Cantley, Ph.D.     

/s/ Kaye Foster-Cheek

   Director   January 30, 2015
Kaye Foster-Cheek     

/s/ Paul J. Clancy

   Director   January 30, 2015
Paul J. Clancy     

/s/ Douglas G. Cole

   Director   January 30, 2015
Douglas G. Cole, M.D.     

/s/ Perry Karsen

Director January 30, 2015
Perry Karsen

/s/ John M. Maraganore

Director January 30, 2015
John M. Maraganore, Ph.D.

/s/ Robert T. Nelsen

Director January 30, 2015
Robert T. Nelsen

/s/ Kevin P. Starr

Director January 30, 2015
Kevin P. Starr

/s/ Marc Tessier-Lavigne

Director January 30, 2015
Marc Tessier-Lavigne, Ph.D.






Description of Exhibit

   Incorporated by Reference     
      Form    File Number    Date of Filing    Exhibit
  4.1    Restated Certificate of Incorporation of the Registrant    8-K    001-36014    July 29, 2013    3.1   
  4.2    Amended and Restated By-Laws of the Registrant    8-K    001-36014    July 29, 2013    3.2   
  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 Ernst & Young LLP, an independent registered public accounting firm                X
24.1    Power of attorney (included on the signature pages of this registration statement)                X
99.1    2013 Stock Incentive Plan    S-1    333-189216    June 24, 2013    10.4