S-8

As filed with the Securities and Exchange Commission on March 26, 2015

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TOKAI PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-1000967
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
One Broadway, 14th floor Cambridge, MA	02142
(Address of Principal Executive Offices)	(Zip Code)

2014 Stock Incentive Plan

(Full Title of the Plan)

Jodie P. Morrison

President and Chief Executive Officer

Tokai Pharmaceuticals, Inc.

One Broadway, 14th floor

Cambridge, MA 02142

(Name and Address of Agent For Service)

(617) 225-4305

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

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value per share	895,305 shares	$13.90 (2)	$12,444,740 (2)	$1,447

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act 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 March 24, 2015.

EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan (the “2014 Plan”) of Tokai Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-200413, filed with the Securities and Exchange Commission on November 20, 2014 by the Registrant, relating to the 2014 Plan except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.

- 1 -

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cambridge, Commonwealth of Massachusetts, on this 26^th day of March, 2015.

TOKAI PHARMACEUTICALS, INC.
By:	/s/ Jodie P. Morrison
	Jodie P. Morrison
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Tokai Pharmaceuticals, Inc., hereby severally constitute and appoint Jodie P. Morrison and Lee H. Kalowski, and each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Tokai 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jodie P. Morrison	President, Chief Executive Officer and Director (Principal Executive Officer)	March 26, 2015
Jodie P. Morrison
/s/ Lee H. Kalowski	Chief Financial Officer (Principal Financial and Accounting Officer)	March 26, 2015
Lee H. Kalowski
/s/ Seth L. Harrison	Chairman of the Board	March 26, 2015
Seth L. Harrison
/s/ Timothy J. Barberich	Director	March 26, 2015
Timothy J. Barberich
/s/ Stephen Buckley Jr.	Director	March 26, 2015
Stephen Buckley, Jr.
/s/ David A. Kessler	Director	March 26, 2015
David A. Kessler
/s/ Joseph A. Yanchik, III	Director	March 26, 2015
Joseph A. Yanchik, III

EXHIBIT INDEX

Exhibit Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant
4.2(2)	Amended and Restated Bylaws of the Registrant
4.3(3)	Fifth Amended and Restated Investor Rights Agreement, dated as of May 13, 2013, among the Registrant and the other parties thereto
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24.1	Power of attorney (included on the signature pages of this registration statement)
99.1(4)	2014 Stock Incentive Plan

(1) Previously filed with the Securities and Exchange Commission on September 26, 2014 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36620) and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission on September 26, 2014 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36620) and incorporated herein by reference.

(3) Previously filed with the Securities and Exchange Commission on August 11, 2014 as Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198052) and incorporated herein by reference.

(4) Previously filed with the Securities and Exchange Commission on September 2, 2014 as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-198052), and incorporated herein by reference.

EX-5.1

Exhibit 5.1

    March 26, 2015

Tokai Pharmaceuticals, Inc.

One Broadway, 14^th floor

Cambridge, MA 02142

Re: 2014 Stock Incentive 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 895,305 additional shares of common stock, $0.001 par value per share (the “Shares”), of Tokai Pharmaceuticals, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2014 Stock Incentive Plan (the “Plan”).

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 Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

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.

March 26, 2015

Page 2

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 Plan, 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.

Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Stuart M. Falber
	Stuart M. Falber, Partner

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 2015 relating to the consolidated financial statements, which appears in Tokai Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ PricewaterhouseCoopers LLP

Boston, MA

March 26, 2015