As filed
with the Securities and Exchange Commission on June 18, 2008
Registration No. 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AVANT
IMMUNOTHERAPEUTICS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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13-3191702
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(State or Other Jurisdiction
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(I.R.S. Employer Identification No.)
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of Incorporation or Organization)
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119 FOURTH AVENUE
NEEDHAM, MASSACHUSETTS 02494
(781) 433-0771
(Address
of Principal Executive Offices)
AVANT
IMMUNOTHERAPEUTICS, INC. 2008 STOCK OPTION AND
INCENTIVE PLAN*
CELLDEX
THERAPEUTICS, INC. 2005 EQUITY INCENTIVE PLAN*
(Full Title of the Plans)
* See explanatory note on following page
Anthony S. Marucci
Chief Executive Officer
AVANT Immunotherapeutics, Inc.
119 Fourth Avenue
Needham, Massachusetts 02494
(781) 433-0771
(Name
and Address of Agent For Service)
With copies to:
Ettore A. Santucci, P.C.
John T. Haggerty, P.C.
Goodwin Procter
LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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 definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller Reporting
Company
o
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(Do not check if a
smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed Maximum
Offering Price
per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common Stock, $.001 par value
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1,500,000
shares
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(2)
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$
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16.36
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(5)
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$
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24,532,500
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(5)
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$
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964.13
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Common Stock, $.001 par value
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1,446,914
shares
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(3)(4)
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$
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8.16
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(6)
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$
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11,806,818.24
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(6)
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$
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464.01
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(1)
This Registration Statement
also relates to rights to purchase shares of Series C-1 Junior
Participating Cumulative Preferred Stock of the Company which are attached to
all shares of Common Stock issued, pursuant to the terms of the Companys
Shareholder Rights Agreement dated November 5, 2004 (as amended). Until the occurrence of certain prescribed
events, the Rights are not exercisable, are evidenced by the certificates for
the Common Stock and will be transferred with and only with such stock. Because no separate consideration is paid for
the rights, the registration fee therefor is included in the fee for the Common
Stock.
(2) This
Registration Statement also relates to such indeterminate number of additional
shares of Common Stock as may be required pursuant to the AVANT
Immunotherapeutics, Inc. 2008 Stock Option and Incentive Plan (the AVANT
Plan) in the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the plan or other similar event.
(3) This
Registration Statement also relates to such indeterminate number of additional
shares of Common Stock as may be required pursuant to the Celldex Therapeutics, Inc.
2005 Equity Incentive Plan (the Celldex Plan) in the event of a stock
dividend, reverse stock split, split-up, recapitalization, forfeiture of stock
under the plan or other similar event.
(4) This
Registration Statement relates to 1,446,914 shares of Common Stock that may be
issued upon the exercise of options issued under the Celldex Plan, which
options were assumed by AVANT Immunotherapeutics, Inc. in connection with
an Agreement and Plan of Merger, dated October 19, 2007, by and among the
Company, Callisto Merger Corporation and Celldex Therapeutics, Inc.
(5) Estimated
solely for purposes of determining the registration fee pursuant to Rule 457(c) and
(h) under the Securities Act of 1933, as amended, based on the average of
the high and low sales prices on the Nasdaq Global Market on June 13, 2008.
(6) Estimated
solely for purposes of determining the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933, as amended, the price at which the options may be
exercised, based on the average of the high and low sales prices on the Nasdaq
Global Market on March 7, 2008, the grant date of the options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
Plan Information
.*
Item 2
.
Registrant
Information and Employee Plan Annual Information
.*
* Information
required by Part I to be contained in the Section 10(a) Prospectus
is omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended (the Securities Act), and the
Introductory Note to Part I of Form S-8.
EXPLANATORY NOTE:
This
Registration Statement on Form S-8 is being filed by the registrant to
register (i) 1,500,000 shares of AVANT Immunotherapeutics, Inc. (the
Company) Common Stock par value $.001 per share (Common Stock) that may be
issued upon the exercise of options issued under the Companys 2008 Stock
Option and Incentive Plan (the
AVANT
Plan
), and (ii)
1,446,914 shares of Common Stock that may be
issued upon the exercise of options issued under
Celldex Therapeutics, Incs 2005 Equity Incentive Plan (the
Celldex Plan
),
which options were assumed by the Company in
connection with an Agreement and Plan of Merger, dated October 19, 2007,
by and among the Company, Callisto Merger Corporation and Celldex Therapeutics, Inc.
2
Part II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by
Reference.
The following documents, which have been filed with or
furnished to the Securities and Exchange Commission (the
Commission
) by the
registrant are incorporated herein by reference and made a part hereof:
·
The registrants Annual Report on Form 10-K
for the year ended December 31,
2007.
·
The registrants Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2008.
·
The registrants Registration Statement
on Form S-4 (Reg. No. 333-148291), filed December 21, 2007 and
all amendments updating such registration statement.
·
The registrants Current Reports on Form 8-K
filed with the Commission on January 9, 2008, January 16,
2008, February 12, 2008, February 27, 2008, March 11, 2008 (as
amended May 23, 2008), April 17, 2008, May 14, 2008, May 30,
2008 and June 9, 2008.
·
The description of the Registrants Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on September 22,
1986 under Section 12 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), and any amendments or reports filed for the purpose of
updating such description.
·
The description of the rights to purchase shares of the Registrants Series C-1
Junior Participating Cumulative Preferred Stock contained in the Registrants
Registration Statement on Form 8-A, filed on November 14, 1994, and
all amendments and reports updating such description.
All documents filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the effective date of this Registration Statement,
prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained
herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed to constitute a part of this Registration Statement, except
as so modified or superseded.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and
Counsel.
None.
Item
6. Indemnification of Directors
and Officers.
The Company is a Delaware
corporation. In accordance with the Delaware General Corporation Law (the
DGCL), Article Six of the registrants Third Restated Certificate of
Incorporation, as amended, provides that no director of the registrant shall be
personally liable to the registrant or its stockholders for breach of fiduciary
duty as a director, except for liability (i) for any breach of the
directors duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for
any transaction from which the director derived an improper personal benefit.
The DGCL permits,
but does not require, a corporation to indemnify its directors, officers,
employees or agents and expressly provides that the indemnification provided
for under the DGCL shall not be deemed exclusive of any indemnification right
under any bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The DGCL permits indemnification against expenses and certain
other liabilities arising out of legal
3
actions brought or threatened against such persons for
their conduct on behalf of the corporation, provided that each such person
acted in good faith and in a manner that he or she reasonably believed was in
or not opposed to the corporations best interests and in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The DGCL does not allow indemnification of directors in the
case of an action by or in the right of the corporation (including stockholder
derivative suits) unless the directors successfully defend the action
or indemnification is ordered by the court. The Amended and Restated
Bylaws of the Company (the Bylaws) provide for indemnification to the
directors, officers, employees and agents of the Company consistent with that
authorized by the DGCL. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to
directors and officers of the Company pursuant to the foregoing provision or
otherwise, the Company has been advised that, in the opinion of the Securities
and Exchange Commission, such indemnification is against public policy as
expressed in the Securities Exchange Act of 1934, as amended, and is therefore,
unenforceable.
The Company
currently carries a directors and officers liability insurance policy which
provides for payment of expenses of the Companys directors and officers in
connection with threatened, pending or completed actions, suits or proceedings
against them in their capacities as directors and officers, in accordance with
the Bylaws and the DGCL.
Item
7. Exemption from Registration
Claimed.
Not applicable.
Item
8. Exhibits.
No.
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Description
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Location
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2.1
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Agreement
and Plan of Merger, dated as of October 19, 2007, by and among AVANT,
Celldex Merger Corporation, and Celldex Therapeutics, Inc.
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Incorporated
by reference to Exhibit 2.1 of AVANTs Registration Statement on
Form S-4 (Reg. N. 333-148291), filed December 21, 2007
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3.1
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Third
Restated Certificate of Incorporation of AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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3.2
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Certificate
of Amendment of Third Restated Certificate of Incorporation of AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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3.3
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Second
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
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Incorporated
by reference to Exhibit 3.2 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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3.4
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Third
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Quarterly Report on
Form 10-Q, filed May 10, 2002
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3.5
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Amended
and Restated By-Laws of AVANT as of March 14, 2007
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Incorporated
by reference to Exhibit 3.5 of AVANTs Annual Report on Form 10-K,
filed March 18, 2008
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3.6
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Certificate
of Elimination of Series C-1 Junior Participating Cumulative Preferred
Stock
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Incorporated
by reference to Exhibit 3.6 of AVANTs Annual Report on Form 10-K,
filed March 16, 2005
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3.7
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Certificate
of Designations, Preferences and Rights of a Series of Preferred Stock
of AVANT Immunotherapeutics, Inc. classifying and designating the
Series C-1 Junior Participating Cumulative Preferred Stock
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Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form 8-A filed November 8, 2004
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3.8
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Fourth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Current Report on Form 8-K
filed on March 11, 2008
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3.9
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Fifth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
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Incorporated
by reference to Exhibit 3.2 of AVANTs Current Report on Form 8-K
filed on March 11, 2008
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4.1
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Shareholder
Rights Agreement dated November 5, 2004 between AVANT and EquiServe
Trust Company, N.A. as Rights Agent
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Incorporated
by reference to Exhibit 4.1 of AVANTs Registration Statement on
Form 8-A filed November 8, 2004
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4.2
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Amendment
No. 1 to Shareholder Rights Agreement dated October 19, 2007
between AVANT and Computershare Trust Company, N.A. (formerly EquiServe Trust
Company, N.A.) as Rights Agent
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Incorporated
by reference to Exhibit 10.1 of AVANTs Registration Statement on
Form 8-A/A filed October 22, 2007
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4.3
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Amendment
No. 2 to Shareholder Rights Agreement dated
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Incorporated
by reference to Exhibit 10.1 of AVANTs
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4
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November 5,
2004, between the Company and Computershare Trust Company, N.A. (formerly
EquiServe Trust Company, N.A.), as Rights Agent.
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Registration
Statement on Form 8-A12G/A filed on March 7, 2008.
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5.1
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Opinion
of Goodwin Procter LLP as to the legality of the securities being registered
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Filed
herewith
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10.1
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Celldex
Therapeutics, Inc. 2005 Equity Incentive Plan
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Filed
herewith
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10.2
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AVANT
Immunotherapeutics, Inc. 2008 Stock Option and Incentive Plan
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Incorporated
by reference to Exhibit 10.3 to a Current Report on Form 8-K filed
by AVANT on October 22, 2007
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23.1
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Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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Filed herewith
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23.2
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Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm
of Celldex Therapeutics, Inc.
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Filed herewith
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23.3
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Consent
of Goodwin Procter LLP
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Included
in Exhibit 5.1 hereto
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24.1
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Powers
of Attorney
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Included
on signature pages to this Registration Statement
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Indicates a management contract or compensation plan, contract or
arrangement.
Item
9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
Provided, however
, that
Paragraphs (a)(1)(i) and (a)(1)(ii) of
this section shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)) that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser: each prospectus
filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the date it is
first used after effectiveness;
provided, however
,
5
that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of
the undersigned registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in
the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrants annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plans annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
6
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 Needham, Commonwealth of Massachusetts, on this
17th day of June, 2008.
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AVANT
Immunotherapeutics, Inc.
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By:
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/s/ Avery W. Catlin
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Avery W. Catlin
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Senior
Vice President and
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Chief
Financial Officer
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KNOW ALL BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Anthony S. Marucci and Avery W. Catlin, and each
of them singly, as such persons true and lawful attorney-in-fact and agent
with full power of substitution and resubstitution, for such person in such
persons 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 all documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent full power and authority to do 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 such person might
or could do in person, hereby ratifying and confirming all that any said
attorney-in-fact and agent, or any substitute or substitutes of any of them,
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 and on the date indicated.
Signatures
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Title
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Date
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/s/ Charles R. Schaller
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Chairman
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June 17, 2008
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Charles R. Schaller
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/s/ Anthony S. Marucci
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Chief Executive Officer
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June 17, 2008
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Anthony S. Marucci
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(Principal Executive
Officer)
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/s/ Avery W. Catlin
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Senior Vice President
and Chief Financial Officer
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June 17, 2008
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Avery W. Catlin
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(Principal Financial
Officer and
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Principal Accounting
Officer)
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/s/ George O. Elston
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Director
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June 17, 2008
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George O. Elston
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/s/ Herbert J. Conrad
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Director
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June 17, 2008
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Herbert J. Conrad
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/s/ Rajesh B. Parekh
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Director
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June 17, 2008
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Dr. Rajesh B.
Parekh
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/s/ Larry Ellberger
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Director
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June 17, 2008
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Larry Ellberger
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Director
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Harry H.
Penner, Jr.
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/s/ Karen Shoos Lipton
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Director
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June 17, 2008
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Karen Shoos Lipton
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7
EXHIBIT
INDEX
No.
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Description
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Location
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2.1
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Agreement
and Plan of Merger, dated as of October 19, 2007, by and among AVANT,
Celldex Merger Corporation, and Celldex Therapeutics, Inc.
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Incorporated
by reference to Exhibit 2.1 of AVANTs Registration Statement on
Form S-4 (Reg. N. 333-148291), filed December 21, 2007
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3.1
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Third
Restated Certificate of Incorporation of AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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3.2
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Certificate
of Amendment of Third Restated Certificate of Incorporation of AVANT
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Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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3.3
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Second
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
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Incorporated
by reference to Exhibit 3.2 of AVANTs Registration Statement on
Form S-4 (Reg. No. 333-59215), filed July 16, 1998
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|
|
|
|
|
3.4
|
|
Third
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
|
|
Incorporated
by reference to Exhibit 3.1 of AVANTs Quarterly Report on
Form 10-Q, filed May 10, 2002
|
|
|
|
|
|
3.5
|
|
Amended
and Restated By-Laws of AVANT as of March 14, 2007
|
|
Incorporated
by reference to Exhibit 3.5 of AVANTs Annual Report on Form 10-K,
filed March 18, 2008
|
|
|
|
|
|
3.6
|
|
Certificate
of Elimination of Series C-1 Junior Participating Cumulative Preferred
Stock
|
|
Incorporated
by reference to Exhibit 3.6 of AVANTs Annual Report on Form 10-K,
filed March 16, 2005
|
|
|
|
|
|
3.7
|
|
Certificate
of Designations, Preferences and Rights of a Series of Preferred Stock
of AVANT Immunotherapeutics, Inc. classifying and designating the
Series C-1 Junior Participating Cumulative Preferred Stock
|
|
Incorporated
by reference to Exhibit 3.1 of AVANTs Registration Statement on
Form 8-A filed November 8, 2004
|
|
|
|
|
|
3.8
|
|
Fourth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
|
|
Incorporated
by reference to Exhibit 3.1 of AVANTs Current Report on Form 8-K
filed on March 11, 2008
|
|
|
|
|
|
3.9
|
|
Fifth
Certificate of Amendment of Third Restated Certificate of Incorporation of
AVANT
|
|
Incorporated
by reference to Exhibit 3.2 of AVANTs Current Report on Form 8-K
filed on March 11, 2008
|
|
|
|
|
|
4.1
|
|
Shareholder
Rights Agreement dated November 5, 2004 between AVANT and EquiServe
Trust Company, N.A. as Rights Agent
|
|
Incorporated
by reference to Exhibit 4.1 of AVANTs Registration Statement on
Form 8-A filed November 8, 2004
|
|
|
|
|
|
4.2
|
|
Amendment
No. 1 to Shareholder Rights Agreement dated October 19, 2007
between AVANT and Computershare Trust Company, N.A. (formerly EquiServe Trust
Company, N.A.) as Rights Agent
|
|
Incorporated
by reference to Exhibit 10.1 of AVANTs Registration Statement on
Form 8-A/A filed October 22, 2007
|
|
|
|
|
|
4.3
|
|
Amendment
No. 2 to Shareholder Rights Agreement dated November 5, 2004,
between the Company and Computershare Trust Company, N.A. (formerly EquiServe
Trust Company, N.A.), as Rights Agent.
|
|
Incorporated
by reference to Exhibit 10.1 of AVANTs Registration Statement on
Form 8-A12G/A filed on March 7. 2008.
|
|
|
|
|
|
5.1
|
|
Opinion
of Goodwin Procter LLP as to the legality of the securities being registered
|
|
Filed
herewith
|
|
|
|
|
|
10.1
|
|
Celldex
Therapeutics, Inc. 2005 Equity Incentive Plan
|
|
Filed
herewith
|
|
|
|
|
|
10.2
|
|
AVANT
Immunotherapeutics, Inc. 2008 Stock Option and Incentive Plan
|
|
Incorporated
by reference to Exhibit 10.3 to a Current Report on Form 8-K filed
by AVANT on October 22, 2007
|
|
|
|
|
|
23.1
|
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
|
|
Filed herewith
|
|
|
|
|
|
23.2
|
|
Consent
of Ernst & Young LLP, Independent Registered Public Accounting Firm
of Celldex Therapeutics, Inc.
|
|
Filed herewith
|
|
|
|
|
|
23.3
|
|
Consent
of Goodwin Procter LLP
|
|
Included
in Exhibit 5.1 hereto
|
|
|
|
|
|
24.1
|
|
Powers
of Attorney
|
|
Included
on signature pages to this Registration Statement
|
Indicates a management contract or compensation plan, contract or
arrangement.
8
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