As filed with the Securities and Exchange Commission on August 5, 2011     

Registration No. 333-_____

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		04-3072298
(State or Other Jurisdiction of Incorporation		(I.R.S. Employer
or Organization)		Identification No.)
167 Sidney Street
Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

2008 Stock Incentive Plan
1995 Employee Stock Purchase Plan
(Full Title of the Plan)

Sudhir Agrawal, D. Phil.
Chief Executive Officer
Idera Pharmaceuticals, Inc.
167 Sidney Street
Cambridge, Massachusetts 02139
(Name and Address of Agent For Service)

(617) 679-5500
(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 of the Exchange Act.

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

Proposed

Proposed

Maximum

Maximum

Title of Securities

Amount to be

Offering Price Per

Aggregate

Amount of

to be Registered

Registered(1)

Share

Offering Price

Registration Fee

Common Stock, $0.001 par value per share (including the associated Preferred Stock Purchase Rights), to be issued pursuant to the Idera Pharmaceuticals, Inc. 2008 Stock Incentive Plan, as amended

2,300,000 shares(2)

$1.95(3)

$4,485,000(3)

$521.00

Common Stock, $0.001 par value per share (including the associated Preferred Stock Purchase Rights), to be issued pursuant to the Idera Pharmaceuticals, Inc. 1995 Employee Stock Purchase Plan, as amended

250,000 shares(4)

$1.95(3)

$487,500(3)

$57.00

(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)		Consists of 2,300,000 additional shares issuable under the 2008 Stock Incentive Plan.
(3)		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 prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on August 1, 2011.
(4)		Consists of 250,000 additional shares issuable under the 1995 Employee Stock Purchase Plan.

 

 

STATEMENT OF INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 is filed to register the offer and sale of (i) an additional 2,300,000 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2008 Stock Incentive Plan and (ii) an additional 250,000 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 1995 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of (i) the registration statement on Form S-8, File No. 333-152669, filed by the Registrant on July 31, 2008, relating to the Registrant’s 2008 Stock Incentive Plan and (ii) the registration statements on Form S-8, File Nos. 333-03896, 333-116011, 333-137687 and 333-152670 filed by the Registrant on April 23, 1996, May 28, 2004, September 29, 2006 and July 31, 2008, respectively, relating to the Registrant’s 1995 Employee Stock Purchase Plan.

     Item 5. Interests of Named Experts and Counsel.

     Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) has opined as to the legality of the securities being offered by this registration statement.

     Item 8. Exhibits.

     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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 Cambridge, Massachusetts on this 5^th day of August, 2011.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Idera Pharmaceuticals, Inc., hereby severally constitute and appoint Sudhir Agrawal and Louis J. Arcudi, III, 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 Idera 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.

Signature		Title		Date
/s/ Sudhir Agrawal   Sudhir Agrawal, D. Phil.		Chairman, President and Chief Executive Officer (Principal Executive Officer)		August 5, 2011
/s/ Louis J. Arcudi, III   Louis J. Arcudi, III		Senior Vice President of Operations, Chief Financial Officer, Treasurer and Secretary (Principal Financial Officer)		August 5, 2011
/s/ Youssef El Zein		Director		August 5, 2011
Youssef El Zein
/s/ C. Keith Hartley		Director		August 5, 2011
C. Keith Hartley

Signature		Title		Date
/s/ Robert W. Karr		Director		August 4, 2011
Robert W. Karr, M.D.
/s/ Malcolm MacCoss		Director		August 4, 2011
Malcolm MacCoss, Ph.D.
/s/ Hans Mueller		Director		August 4, 2011
Hans Mueller, Ph.D.
/s/ William S. Reardon		Director		August 5, 2011
William S. Reardon, C.P.A.
/s/ Eve E. Slater		Director		August 5, 2011
Eve E. Slater, M.D., F.A.C.C.
		Director
James B. Wyngaarden, M.D.

INDEX TO EXHIBITS

Number		Description
4.1(1)		Specimen Certificate for shares of Common Stock, $0.001 par value, of Idera Pharmaceuticals, Inc.
4.2(2)		Rights Agreement dated December 10, 2001 by and between Idera Pharmaceuticals, Inc. and Mellon Investor Services LLC, as rights agent.
4.3(3)		Amendment No. 1 to Rights Agreement dated as of August 27, 2003 between Idera Pharmaceuticals, Inc. and Mellon Investor Services LLC, as rights agent.
4.4 (4)		Amendment No. 2 to Rights Agreement dated as of March 24, 2006 between Idera Pharmaceuticals, Inc. and Mellon Investor Services LLC, as rights agent.
4.5 (5)		Amendment No. 3 to Rights Agreement dated January 16, 2007 between Idera Pharmaceuticals, Inc. and Mellon Investor Services, LLC, as rights agent.
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 Ernst & Young LLP
24.1		Power of attorney (included on the signature pages of this registration statement)

Exhibit 5.1

+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com

August 5, 2011

Idera Pharmaceuticals, Inc.
167 Sidney Street
Cambridge, Massachusetts 02139

Re:		2008 Stock Incentive Plan 1995 Employee Stock Purchase Plan

Ladies and Gentlemen:

     We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 2,550,000 shares of common stock, $0.001 par value per share (the “Shares”), of Idera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2008 Stock Incentive Plan and 1995 Employee Stock Purchase Plan (collectively, the “Plans”).

     We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

     In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

     We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

Wilmer Cutler Pickering Hale and Dorr llp, 60 State Street, Boston, Massachusetts 02109

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Page 2

     We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

     It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

     Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2008 Stock Incentive Plan and the 1995 Employee Stock Purchase Plan of Idera Pharmaceuticals, Inc. of our reports dated March 10, 2011, with respect to the financial statements of Idera Pharmaceuticals, Inc. and the effectiveness of internal control over financial reporting of Idera Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2010, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts
August 5, 2011