**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**(MarkOne)**

 

**x****     ****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31,2008**

 

**OR**

 

**o****        ****TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Forthe transition period from**                **to**                

 

**Commission file number: 001-33277**

 

**SYNTAPHARMACEUTICALS CORP.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**

(State or other  jurisdiction of incorporation or  organization)                    | ** ** | **04-3508648**

(I.R.S. Employer  Identification No.) |
|---------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|
| ** **                                                                                        | ** ** | ** **                                            |
| **45  Hartwell Avenue**

**Lexington,  Massachusetts**

(Address of  principal executive offices) | ** ** | **02421**

(Zip Code)                                 |

 

Registrant’s telephone number, including area code **(781) 274-8200**

 

Securities registeredpursuant to Section 12(b) of the Exchange Act:

 

| **Title  of each class**                   | ** ** | **Name  of each exchange on which registered** |
|--------------------------------------------|------------|------------------------------------------------|
| Common Stock,  $0.0001 Par Value Per Share |       | The NASDAQ Stock  Market LLC              |

 

Securities registeredpursuant to Section 12(g) of the Exchange Act:  **None.**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  Yes o  No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Exchange Act.  Yes o  No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days.  Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its Web site,if any, every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files).  Yes o  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-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.

 

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

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).  Yes o  No x

 

The aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrant(without admitting that any person whose shares are not included in suchcalculation is an affiliate), computed by reference to the price at which thecommon stock was last sold on June 30, 2008, the last business day of theregistrant’s most recently completed second fiscal quarter, was $106,695,002.

 

As of March 20, 2009the registrant had 33,919,584 shares of common stock outstanding.

 

 

 

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**EXPLANATORYNOTE**

 

Synta Pharmaceuticals Corp.(the “Company”) is filing this Amendment No. 1 (the “Amendment”) to itsAnnual Report on Form 10-K for the year ended December 31, 2008 (the“Original Filing”), which was originally filed with the Securities and ExchangeCommission (the “Commission”) on March 26, 2009, solely for the purpose ofrevising portions of Exhibit 10.27 (the “Exhibit”) in response to commentsmade by the Commission on the Company’s request for confidential treatment withrespect to the Exhibit.  In addition, theCompany is also including Exhibits 31.1 and 31.2, which are required by thefiling of this Amendment.  This Amendmentamends and supplements Part IV, Item 15 of the Original Filing only.  This Amendment does not reflect eventsoccurring after the date of the Original Filing or modify or update any of theother disclosure contained therein in any way.

 

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**PART IV**

 
| **Item 15.**                        | ** ** | **EXHIBITS  AND FINANCIAL STATEMENT SCHEDULES**                                                                                                                                                                                                                                                         |
|------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                     |       |                                                                                                                                                                                                                                                                                                    |
| **Item 15(a)**                      |       | The following documents  are filed as part of this Annual Report on Form 10-K:                                                                                                                                                                                                                     |
|                                     |       |                                                                                                                                                                                                                                                                                                    |
| **Item 15(a)(1) and (2)** |       | The Consolidated  Financial Statements beginning on page F-1 are filed as part of this  Annual Report on Form 10-K. Other financial statement schedules have not  been included because they are not applicable or the information is included  in the financial statements or notes thereto. |
|                                     |       |                                                                                                                                                                                                                                                                                                    |
| **Item 15(a)(3)**                   |       | Exhibits                                                                                                                                                                                                                                                                                                |

 

The following is a listof exhibits filed as part of this Annual Report on Form 10-K.

 
| **Exhibit  Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                                                                             |
|---------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1(1)              |       | Restated Certificate of  Incorporation of the Registrant. (3.2)                                                                                                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 3.2(1)              |       | Restated Bylaws of the  Registrant. (3.4)                                                                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 4.1(1)              |       | Form of Common  Stock Certificate. (4.1)                                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 4.2.1(1)            |       | Amended and Restated  Investor Rights Agreement, dated December 13, 2002, by and among the  Registrant and certain stockholders of the Registrant. (4.2.1)                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 4.2.2(1)            |       | First Amendment, dated  January 11, 2005, to the Amended and Restated Investor Rights Agreement,  dated December 13, 2002, by and among the Registrant and certain  stockholders of the Registrant. (4.2.2)                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 4.2.3(1)            |       | Second Amendment, dated  January 31, 2007, to the Amended and Restated Investor Rights Agreement,  dated December 13, 2002, by and among the Registrant and certain  stockholders of the Registrant. (4.2.3)                                                                                 |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.1(1)*            |       | 2001 Stock Plan. (10.1)                                                                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(2)*            |       | Amended and Restated  2006 Stock Plan. (99.1)                                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(a)(1)*         |       | Form of incentive  stock option agreement under 2006 Stock Plan. (10.2(a))                                                                                                                                                                                                                        |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(b)(1)*         |       | Form of  nonqualified stock option agreement under 2006 Stock Plan. (10.2(b))                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(c)(1)*         |       | Form of restricted  stock agreement under 2006 Stock Plan. (10.2(c))                                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(d)(1)*         |       | Form of  nonqualified stock option agreement for directors under 2006 Stock Plan.  (10.2(d))                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.2(e)(1)*         |       | Form of restricted  stock agreement for directors under 2006 Stock Plan. (10.2(e))                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.3(3)*            |       | Amended and Restated  Director Compensation Policy, effective June 11, 2008. (10.3)                                                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.4(4)*            |       | Non-Qualified Stock  Option Agreement, dated February 27, 2008, by and between the Registrant  and Keith R. Gollust. (10.4)                                                                                                                                                                       |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.5(1)             |       | Duffy Hartwell Limited  Partnership Commercial Lease, dated November 4, 1996, by and between  Duffy Hartwell Limited Partnership and Shionogi BioResearch Corp., as amended  by First Amendment to Commercial Lease, dated August 30, 2006. (10.5)                                           |
|                |       |                                                                                                                                                                                                                                                                                                   |
| 10.5.1(3)           |       | Second Amendment, dated  May 27, 2008, to Commercial Lease by and between Duffy  Hartwell LLC, as successor in interest to Duffy Hartwell Limited  Partnership, and the Registrant, as successor in interest to Shionogi  BioResearch Corp., dated November 4, 1996, as amended. (10.1) |

 

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| **Exhibit  Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.6(1)             |       | Lease of 125 Hartwell  Avenue, Lexington, MA, dated October 26, 1992, by and between Fuji  ImmunoPharmaceuticals Corp. and 125 Hartwell Trust, as amended by First  Amendment dated January 31, 1993, Second Amendment dated October 1,  1997, Third Amendment dated November 1, 2002, Assignment and Assumption  of Lease and Consent of Release by Landlord and Fourth Amendment of Lease,  dated July 9, 2004, Fifth Amendment, dated October 22, 2004 and  Sixth Amendment, dated August 1, 2005. (10.6)                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.6.1(4)           |       | Seventh Amendment,  dated November 26, 2007, to Lease of 125 Hartwell Avenue, Lexington, MA,  dated October 26, 1992, by and between the Registrant, as  successor-by-assignment, and 125 Hartwell Trust. (10.6.1)                                                                                                                                                                                                                                                                                                                                                                         |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.6.2(3)           |       | Eighth Amendment, dated  June 19, 2008, to Lease of 125 Hartwell Avenue, Lexington, MA, dated  October 26, 1992, by and between the Registrant, as  successor-by-assignment, and 125 Hartwell Trust. (10.2)                                                                                                                                                                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7(1)             |       | Lease, dated  January 13, 2005, by and between the Registrant and Mortimer B.  Zuckerman and Edward H. Linde, Trustees of 91 Hartwell Avenue Trust, as extended  on August 14, 2006. (10.7)                                                                                                                                                                                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7.1(4)           |       | First Amendment to  Lease, dated as of September 7, 2007, to Lease, dated January 13,  2005, by and between the Registrant and Mortimer B. Zuckerman and Edward H.  Linde, Trustees of 91 Hartwell Avenue Trust. (10.7.1)                                                                                                                                                                                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7.2(5)           |       | Second Amendment to  Lease, dated as of August 22, 2008, to Lease, dated January 13,  2005, by and between the Registrant and Mortimer B. Zuckerman and Edward H.  Linde, Trustees of 91 Hartwell Avenue Trust. (10.1)                                                                                                                                                                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.8(1)             |       | Pinnacle Properties  Management, Inc. Standard Form Commercial Lease, dated May 31,  1999, by and between 6-8 Preston Court, L.L.C. and Asiana Pharmaceuticals  Corporation, as amended by Amendment to Lease #1, dated July 31, 2000,  Amendment to Lease #2, dated November 26, 2001, and Amendment to Lease  #3, dated December 2003, and as assigned to the Registrant by Assignment  and Assumption of Lease and Landlord’s Consent, dated May 25, 2005, and  Subordination, Non-Disturbance and Attornment Agreement, dated May 25, 2005.  (10.8) |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9(1)             |       | Master Lease Agreement,  dated November 10, 2004, by and between the Registrant and General  Electric Capital Corporation, as amended by Letter Agreement, dated  June 24, 2005, and as extended by Letter Agreement, dated  November 29, 2006. (10.9)                                                                                                                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9.1(4)           |       | Extension, dated as of  June 29, 2007, of Master Lease Agreement, dated November 10, 2004,  by and between the Registrant and General Electric Capital Corporation, as  amended. (10.9.1)                                                                                                                                                                                                                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.10(1)*           |       | Letter Agreement, dated  April 18, 2005, by and between the Registrant and Safi R. Bahcall, Ph.D.  (10.13)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.11(1)*           |       | Letter Agreement, dated  October 12, 2002, by and between the Registrant and Dr. Keizo Koya.  (10.14)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.12(1)*           |       | Letter Agreement, dated  January 22, 2003, by and between the Registrant and Dr. James  Barsoum. (10.15)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.13(1)*           |       | Letter Agreement, dated  April 15, 2004, by and between the Registrant and Dr. Jeremy  Chadwick. (10.16)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.14(1)*           |       | Letter Agreement, dated  February 19, 2004, by and between the Registrant and Keith Ehrlich.  (10.17)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

4

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| **Exhibit  Number** | ** ** | **Description of Exhibit**                                                                                                                                                                                      |
|---------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.15(1)*           |       | Letter Agreement, dated  January 14, 2003, by and between the Registrant and Wendy E. Rieder.  (10.18)                                                                                                     |
|                |       |                                                                                                                                                                                                            |
| 10.16(1)*           |       | Letter Agreement, dated  March 24, 2005, by and between the Registrant and Eric W. Jacobson.  (10.19)                                                                                                      |
|                |       |                                                                                                                                                                                                            |
| 10.17(5)*           |       | Letter Agreement, dated  July 9, 2008, by and between the Registrant and Michael P. Bailey.  (10.2)                                                                                                        |
|                |       |                                                                                                                                                                                                            |
| 10.18(5)*           |       | Severance and Change in  Control Agreement, dated August 6, 2008, between the Registrant and  Michael P. Bailey. (10.3)                                                                                    |
|                |       |                                                                                                                                                                                                            |
| 10.19(6)*           |       | Form of Severance  and Change in Control Agreement, dated April 28, 2008, between the  Registrant and each of James Barsoum, Ph.D., Eric W. Jacobson, M.D., and  Keizo Koya, Ph.D. (10.1)             |
|                |       |                                                                                                                                                                                                            |
| 10.20(6)*           |       | Severance and Change of  Control Agreement, dated April 28, 2008, between the Registrant and  Keith S. Ehrlich. (10.2)                                                                                     |
|                |       |                                                                                                                                                                                                            |
| 10.21(1)*           |       | Agreement and Release,  dated January 14, 2005, by and between the Registrant and Lan Bo Chen,  Ph.D. (10.22)                                                                                              |
|                |       |                                                                                                                                                                                                            |
| 10.22(1)*           |       | Consulting Agreement,  dated April 18, 2005, by and between the Registrant and Lan Bo Chen,  Ph.D. (10.23)                                                                                                 |
|                |       |                                                                                                                                                                                                            |
| 10.22.1(4)*         |       | Amendment to Consulting  Agreement, dated March 23, 2007, by and between the Registrant and Lan  Bo Chen, Ph.D. (10.19.1)                                                                                  |
|                |       |                                                                                                                                                                                                            |
| 10.23(1)*           |       | Form of  Indemnification Agreement between the Registrant and its directors and  executive officers. (10.26)                                                                                               |
|                |       |                                                                                                                                                                                                            |
| 10.24(1)            |       | Lease Agreement, dated  December 14, 2006, by and between ARE-MA Region No. 24, LLC  and the Registrant. (10.27)                                                                                 |
|                |       |                                                                                                                                                                                                            |
| 10.25(4)*           |       | Summary of bonus  arrangements applicable to the Registrant’s Named Executive Officers. (10.23)                                                                                                            |
|                |       |                                                                                                                                                                                                            |
| 10.26(4)**          |       | Collaborative  Development, Commercialization and License Agreement, dated October 8,  2007, by and between the Registrant and GlaxoSmithKline. (10.24)                                                    |
|                |       |                                                                                                                                                                                                            |
| 10.26.1(3)**        |       | Amendment No. 1,  dated June 27, 2008, to Collaborative Development, Commercialization and  License Agreement, dated October 8, 2007, by and between the Registrant  and GlaxoSmithKline. (10.4) |
|                |       |                                                                                                                                                                                                            |
| 10.27**             |       | Collaboration and  License Agreement, dated December 23, 2008, by and between the  Registrant and F. Hoffmann-La Roche Ltd, and its affiliate, Hoffman-La  Roche Inc.                            |
|                |       |                                                                                                                                                                                                            |
| 21.1(7)             |       | List of Subsidiaries.  (21.1)                                                                                                                                                                                   |
|                |       |                                                                                                                                                                                                            |
| 23.1(8)             |       | Consent of KPMG LLP,  Independent Registered Public Accounting Firm.                                                                                                                                       |
|                |       |                                                                                                                                                                                                            |
| 23.2(8)             |       | Consent of  Ernst & Young LLP, Independent Registered Public Accounting  Firm.                                                                                                                    |
|                |       |                                                                                                                                                                                                            |
| 31.1                |       | Certification of  Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                        |
|                |       |                                                                                                                                                                                                            |
| 31.2                |       | Certification of  Principal Accounting and Financial Officer under Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                         |
|                |       |                                                                                                                                                                                                            |
| 32.1(8)             |       | Certification of the  Principal Executive Officer and the Principal Accounting and Financial  Officer under Section 906 of the Sarbanes-Oxley Act of 2002.                                                 |

 

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| *      |   | Management contract,  compensatory plan or arrangement.                                                                                                                                                                                |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **     |   | Confidential portions  of these documents have been filed separately with the Securities and  Exchange Commission pursuant to a request for confidential treatment.                                                                    |
|   |   |                                                                                                                                                                                                                                   |
| (1)    |   | Incorporated by  reference from the Registrant’s Registration Statement on Form S-1, as  amended (Registration No. 333-138894), initially filed with the  Securities and Exchange Commission on November 22, 2006. |
| (2)    |   | Incorporated by  reference from the Registrant’s Registration Statement on Form S-8 filed  with the Securities and Exchange Commission on August 6, 2008  (Registration No. 333-152824).                           |
| (3)    |   | Incorporated by  reference from the Registrant’s Quarterly Report on Form 10-Q for the  quarter ended June 30, 2008 (File No. 001-33277).                                                                          |
| (4)    |   | Incorporated by  reference from the Registrant’s Annual Report on Form 10-K for the year  ended December 31, 2007 (File No. 001-33277).                                                                            |
| (5)    |   | Incorporated by reference  from the Registrant’s Quarterly Report on Form 10-Q for the quarter  ended September 30, 2008 (File No. 001-33277).                                                                     |
| (6)    |   | Incorporated by  reference from the Registrant’s Current Report on Form 8-K filed with  the Securities and Exchange Commission on April 29, 2008 (File  No. 001-33277).                                            |
| (7)    |   | Incorporated by  reference from the Registrant’s Annual Report on Form 10-K for the year  ended December 31, 2006 (File No. 001-33277).                                                                            |
| (8)    |   | Incorporated by reference from the Registrant’s  Annual Report on Form 10-K for the year ended December 31, 2008  (File No. 001-33277).                                                                            |

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|       |                          | **SYNTA  PHARMACEUTICALS CORP.** |
|------------|-------------------------------|----------------------------------|
|       |                          |                             |   |
| ** ** | Date: November 10,  2009 | By:                              | /s/ SAFI R.  BAHCALL, PH.D. |
| ** ** |                          |                             | Safi R. Bahcall, Ph.D. |
| ** ** |                          |                             | *President  and Chief Executive Officer* |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                      |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                 |
| 10.27**              |       | Collaboration and  License Agreement, dated December 23, 2008, by and between the  Registrant and F. Hoffmann-La Roche Ltd, and its affiliate, Hoffman-La  Roche Inc. |
| 31.1                 |       | Certification of  Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                             |
| 31.2                 |       | Certification of  Principal Accounting and Financial Officer under Section 302 of the  Sarbanes-Oxley Act of 2002.                                                              |

 

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**                                  Confidential portions of these documentshave been filed separately with the Securities and Exchange Commission pursuantto a request for confidential treatment.

 

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