As filed with the Securities and Exchange Commission on March 18, 2019

 

Registration No. 333-  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

resTORbio, Inc.

(Exact name of registrant as specified in its charter)

 

 

500 Boylston Street, 12^th Floor

Boston, MA 02116

(857) 315-5521

(Address of Principal Executive Offices)

 

resTORbio, Inc. 2018 Stock Option and Incentive Plan

resTORbio, Inc. 2018 Employee Stock Purchase Plan

(Full Title of the Plans)
______________________________________________________________

Chen Schor

President and Chief Executive Officer

resTORbio, Inc.

500 Boylston Street, 12^th Floor

Boston, MA 02116

(857) 315-5521

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Danielle Lauzon, Esq.

Mitchell S. Bloom, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

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CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

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STATEMENT OF INCORPORATION BY REFERENCE

 

This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 1,122,213 shares of common stock, par value $0.0001 per share (“Common Stock”) of resTORbio, Inc. (the “Registrant”)  to be issued under the Registrant’s 2018 Stock Option and Incentive Plan (the “2018 Plan”) and (ii) an additional 280,553 shares of Common Stock of the Registrant to be issued under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”), for which a Registration Statement on Form S-8 relating to the same employee benefit plans is effective.

 

These additional shares are of the same class as other securities relating to the 2018 Plan and 2018 ESPP for which the Registrant’s Registration Statement on Form S-8 (File No. 333-222746) filed with the Commission on January 29, 2018 is effective.

 

Pursuant to General Instruction E to Form S-8, the contents of Registration Statement on Form S-8 (File No. 333-222746) filed with the Commission on January 29, 2018 are incorporated by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.

 

 

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.           Exhibits.

 

The exhibits to this Registration Statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

 

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EXHIBIT INDEX

 

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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 Boston, Commonwealth of Massachusetts, on the 18th day of March, 2019.

 

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Chen Schor and John McCabe as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, 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 person in the capacities and on the date indicated.

 

 

 

 

 

 

 

Exhibit 5.1

 

March 18, 2019

 

 

resTORbio, Inc.

500 Boylston Street, 12^th Floor

Boston, MA 02116

 

 

Re:Securities Being Registered under Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of  1,402,766 shares (the “Shares”) of Common Stock, $0.0001 par value per share, of  resTORbio, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2018 Stock Option and Incentive Plan and 2018 Employee Stock Purchase Plan (collectively, the “Plans”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement.  In giving our consent, we do not 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 thereunder.

 

Very truly yours,

 

/s/ Goodwin Procter LLP

 

GOODWIN PROCTER  LLP

 

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
resTORbio, Inc.:

We consent to the use of our report dated March 18, 2019 with respect to the consolidated balance sheets of resTORbio, Inc. as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for the years ended December 31, 2018 and 2017 and the period July 5, 2016 (inception) through December 31, 2016, and the related notes (collectively the “consolidated financial statements”), incorporated herein by reference.

/s/ KPMG LLC

Cambridge, Massachusetts
March 18, 2019