As
filed with the Securities and Exchange Commission on April 8, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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45-0478605
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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60 Hampshire Street
Cambridge, Massachusetts 02139
(617) 995-9800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Maria Stahl, Esq.
Senior Vice President and
General Counsel
Idenix Pharmaceuticals, Inc.
60 Hampshire Street
Cambridge, Massachusetts 02139
(617) 995-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
copies
to
:
Susan W. Murley, Esq.
Stuart R. Nayman, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000
Approximate date of commencement of proposed sale to the public: From time to time after this
Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
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If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
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If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
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333-153471
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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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. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
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Title of each class of securities
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aggregate
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Amount of
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to be registered (1)
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offering price (2)
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registration fee (2)
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Common Stock, $0.001 par value
per share
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$9,826,883.55
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$1,141
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(1) There are being registered hereunder by the registrant such indeterminate number of shares of
common stock as will have an aggregate initial offering price not to exceed $9,826,883.55.
(2) Estimated solely for purposes of determining the registration fee pursuant to Rule 457(o)
under the Securities Act.
TABLE OF CONTENTS
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed to register an additional $9,826,883.55 of shares
of the common stock, par value $0.001 per share, of Idenix Pharmaceuticals, Inc., a Delaware
corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended and General
Instruction IV of Form S-3. This registration statement incorporates by reference the contents of
the registrant’s registration statement on Form S-3 (File No. 333-153471), which was declared
effective by the Commission on October 17, 2008, including all amendments and exhibits thereto and
all information incorporated by reference therein, other than the exhibits filed herewith.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.