TRBN Trubion Pharmaceuticals (MM)

As filed with the Securities and Exchange Commission on June 5, 2008

Registration No. 333-                     

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

 

TRUBION PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		52-2385898
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2401 4 ^th Avenue, Suite 1050
Seattle, Washington 98121
(206) 838-0500

(Address including zip code, and telephone number, including area code, of principal executive offices)

TRUBION PHARMACEUTICALS, INC. 2006 EQUITY INCENTIVE PLAN

(Full title of the plan)

Peter A. Thompson, M.D., FACP
President & Chief Executive Officer
Trubion Pharmaceuticals, Inc.
2401 4 ^th Avenue, Suite 1050
Seattle, Washington 98121
(206) 838-0500
(Name, address, and telephone number, including area code, of agent for service)

Copy to :
Alan C. Smith, Esq.
Fenwick & West LLP
1191 Second Avenue, Suite 1610
Seattle, Washington 98101
(206) 389-4510

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

CALCULATION OF REGISTRATION FEE

Amount

to be

Proposed

Proposed

Title of securities to be

registered

maximum offering

maximum aggregate

Amount of

registered

(1)

price per share (3)

offering price

registration fee

Common Stock, $0.001 par value, available for issuance under the 2006 Equity Incentive Plan

889,609 shares (2)

$6.33

$5,631,225

$221.31

Total

889,609 shares

$5,631,225

$221.31

(1)		Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2006 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)		Represents shares of Common Stock automatically reserved in January 2008 for options that may be granted under the 2006 Equity Incentive Plan.
(3)		Offering prices of awards that have not yet been granted as of the date of this Registration Statement are computed in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based upon the price of $6.33 per share, the average of the high and low prices of the Registrant’s common stock on May 30, 2008, as reported on the Nasdaq Global Market.

 

 

INTRODUCTION

REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement on Form S-8 registers an additional 889,609 shares of the Registrant’s common stock, par value $0.001 per share, that may be issued pursuant to the Registrant’s 2006 Equity Incentive Plan.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

REGISTRATION OF ADDITIONAL SHARES

          This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on December 15, 2006 (File No. 333-139381) and May 17, 2007 (File No. 333-143056), including periodic reports that the Registrant filed after filing such Form S-8 registration statements to maintain current information about the Registrant.

TABLE OF CONTENTS

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Trubion Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Seattle, State of Washington, on this 5th day of June 2008.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michelle G. Burris and Kathleen Deeley, and each of them, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with all 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, or his or her substitutes, 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 on the dates indicated.

Signature		Title		Date
/s/ PETER A. THOMPSON   Peter A. Thompson, M.D., FACP		President, Chief Executive Officer, Chairman of the Board and Director (Principal Executive Officer)		June 5, 2008
/s/ MICHELLE G. BURRIS   Michelle G. Burris		Senior Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)		June 5, 2008
/s/ LEE R. BRETTMAN   Lee R. Brettman, M.D., FACP		Director		June 5, 2008
/s/ PATRICK HERON   Patrick Heron		Director		June 5, 2008
/s/ ANDERS D. HOVE   Anders D. Hove, M.D.		Director		June 5, 2008

Signature		Title		Date
/s/ STEVEN GILLIS   Steven Gillis, Ph.D.		Director		June 5, 2008
/s/ DAVID A. MANN   David A. Mann		Director		June 5, 2008
/s/ SAMUEL R. SAKS   Samuel R. Saks, M.D.		Director		June 5, 2008
/s/ DAVID SCHNELL   David Schnell, M.D.		Director		June 5, 2008

INDEX TO EXHIBITS

Exhibit
Number				Description
5.01			Opinion of Fenwick & West, LLP
23.1			Consent of Fenwick & West, LLP (see Exhibit 5.01)
23.2			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1			Power of Attorney (included as part of the signature page to this Registration Statement)

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