As filed with the Securities and Exchange Commission on March 2, 2009

Registration No. 333-_____

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Alnylam Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		77-0602661
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
300 Third Street Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

2004 Stock Incentive Plan
(Full Title of the Plan)

John M. Maraganore, Ph.D.
Chief Executive Officer
Alnylam Pharmaceuticals, Inc.
300 Third Street
Cambridge, Massachusetts 02142
(Name and Address of Agent For Service)

(617) 551-8200
(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. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

Proposed

Proposed Maximum

Amount of

Title of Securities to be

Amount to be

Maximum Offering

Aggregate Offering

Registration

Registered

Registered (1)

Price Per Share (3)

Price (3)

Fee

Common Stock (including associated Series A Junior Participating Preferred Stock Rights), $0.01 par value per share

4,109,339 shares (2)

$

19.015

$

78,139,081.09

$

3,070.87

 

 

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statements on Form S-8, File No. 333-148114, filed by the Registrant on December 17, 2007, File No. 333-127450, filed by the Registrant on August 11, 2005 and File No. 333-116151, filed by the Registrant on June 3, 2004, relating to the Registrant’s 2004 Stock Incentive Plan, as amended.

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 2^nd day of March, 2009.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Alnylam Pharmaceuticals, Inc., hereby severally constitute and appoint John M. Maraganore and Patricia L. Allen, 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 Alnylam Pharmaceuticals, Inc. to comply with the provisions of the Securities Act, 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 Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/  John M. Maraganore, Ph.D.   John M. Maraganore, Ph.D.		Chief Executive Officer (Principal Executive Officer)		March 2, 2009
/s/  Patricia L. Allen   Patricia L. Allen		Vice President of Finance and Treasurer (Principal Financial and Accounting Officer)		March 2, 2009
/s/  John K. Clarke   John K. Clarke		Director		March 2, 2009
/s/  Victor J. Dzau, M.D.   Victor J. Dzau, M.D.		Director		March 2, 2009
/s/  Vicki L. Sato, Ph.D.   Vicki L. Sato, Ph.D.		Director		March 2, 2009
/s/  Paul R. Schimmel, Ph.D.   Paul R. Schimmel, Ph.D.		Director		March 2, 2009
/s/ Edward M. Scolnick, M.D.   Edward Scolnick, M.D.		Director		March 2, 2009
/s/  Phillip A. Sharp, Ph.D.   Phillip A. Sharp, Ph.D.		Director		March 2, 2009
/s/  Kevin P. Starr   Kevin P. Starr		Director		March 2, 2009
/s/  James L. Vincent   James L. Vincent		Director		March 2, 2009

INDEX TO EXHIBITS

Number		Description
4.1		Restated Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q on August 11, 2005 (File No. 000-50743) and incorporated herein by reference)
4.2		Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1/A, as amended, on April 6, 2004 (File No. 333-113162) and incorporated herein by reference)
4.3		Rights Agreement dated July 13, 2005 between the Registrant and EquiServe Trust Company, N.A., as Rights Agent (filed as Exhibit 4.1 to the Registrant’s Current Report of Form 8-K on July 14, 2005 (File No. 000-50743) and incorporated herein by reference)
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
23.2		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.3		Consent of Ernst & Young LLP, Independent Auditors of Regulus Therapeutics LLC
24		Power of Attorney (included on the signature page of this registration statement)