As filed with the Securities and Exchange Commission on April 17, 2009

Registration No. 333-           

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Array BioPharma Inc.

(Exact name of registrant as specified in its charter)

 

 

3200 Walnut Street Boulder, CO 80301

(Address of Principal Executive Offices) (Zip Code)

 

AMENDED AND RESTATED ARRAY BIOPHARMA INC. STOCK OPTION AND INCENTIVE PLAN

(Full title of the plans)

 

Robert E. Conway

Chief Executive Officer

Array BioPharma Inc.

3200 Walnut Street

Boulder, Colorado 80301

(303) 381-6600

(Name, address and 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.

 

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered			Amount to be  registered(1)		Proposed maximum offering price per share (2)			Proposed maximum aggregate offering price (2)			Amount of registration fee
AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN       Common stock, par value $.001			4,445,519		$	2.92		$	12,980,915.48		$	724.34
(1)	This Registration Statement shall also cover any additional shares of common stock which become issuable under the Amended and Restated Stock Option and Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s common stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act of 1933, as amended. The offering price per share and the aggregate offering price are based upon the average high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Market on April 14, 2009 of $2.92.

 

 

 

EXPLANATORY NOTE

 

Array BioPharma Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) Registration Statements on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), (i) on December 6, 2000 (Reg. No. 333-51348) covering the registration of 5,941,463 shares of the common stock of the Registrant authorized for grant under the Amended and Restated Array BioPharma Inc. Stock Option and Incentive Plan (the “Plan”), (ii) on November 4, 2002 (Reg. No. 333-100955) covering the registration of 2,750,000 shares of the common stock of the Registrant authorized for grant under the Plan, and (iii) on March 3, 2006 (Reg. No. 333-132205) covering the registration of 4,870,432 shares of the common stock of the Registrant authorized for grant under the Plan. As permitted by Instruction E of Form S-8, the contents of Registration Statement Nos. 333-51348, 333-100955 and 333-132205 filed by the Registrant on Form S-8 on December 6, 2000, November 4, 2002 and March 3, 2006, respectively, are incorporated herein by reference.

 

Pursuant to the provisions of the Plan, the number of shares authorized for grant under the Plan increases automatically based on number of shares of common stock of the registrant outstanding.  On January 29, 2009, the Board of Directors approved resolutions acknowledging that there are 4,445,519 additional authorized shares available for issuances as awards under the Plan. This registration statement registers an additional 4, 445,519 shares of common stock authorized for grant under the Plan pursuant to the terms of such provision.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.		Exhibits.
		See Exhibit Index.

 

2

 

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 Boulder, State of Colorado, on this 17th day of April 2009.

 

	ARRAY BIOPHARMA INC.
	By	/s/ Robert E. Conway
		Robert E. Conway
		Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert E. Conway, R. Michael Carruthers and John R. Moore, jointly and severally, each in his own capacity, his true and lawful attorneys-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact of any of them, or his or their substitute or substitutes, may lawfully 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 by the following persons, in the capacities indicated below, on this 16th day of April 2009.

 

 

Signature		Title		Date
/s/ Robert E. Conway		Chief Executive Officer and Director		April 17, 2009
Robert E. Conway		(Principal Executive Officer)
/s/ Kyle Lefkoff		Chairman of the Board of Directors		April 17, 2009
Kyle Lefkoff
/s/ R. Michael Carruthers		Chief Financial Officer		April 17, 2009
R. Michael Carruthers		(Principal Financial and Accounting Officer)
/s/ Francis J. Bullock, Ph.D.		Director		April 17, 2009
Francis J. Bullock, Ph.D.
/s/ Marvin H. Caruthers, Ph.D.		Director		April 17, 2009
Marvin H. Caruthers, Ph.D.

 

3

 

/s/ Kevin Koch, Ph.D.		Director		April 17, 2009
Kevin Koch, Ph.D.
/s/ David L. Snitman, Ph.D.		Director		April 17, 2009
David L. Snitman, Ph.D.
/s/ Gil Van Lunsen		Director		April 17, 2009
Gil Van Lunsen
/s/ Douglas Williams		Director		April 17, 2009
Douglas Williams
/s/ John L. Zabriskie, Ph.D.		Director		April 17, 2009
John L. Zabriskie, Ph.D.

 

4

 

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
4.1	(1)	Specimen certificate representing the common stock.
5.1		Opinion of Hogan & Hartson L.L.P. with respect to the legality of the common stock registered hereby.
23.1		Consent of KPMG LLP
23.2		Consent of Hogan & Hartson L.L.P. (contained in its opinion filed as Exhibit 5.1).
24.1		Power of Attorney (included on the signature page to this Registration Statement).
99.1	(2)	Amended and Restated Array BioPharma Inc. Stock Option and Incentive Plan.

 

(1)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-45922), as amended, and incorporated herein by reference.
(2)		Filed as an appendix to the Registrant’s definitive proxy statement on Schedule 14A dated September 23, 2008, with respect to the annual meeting of stockholders held on October 30, 2008.