S-8

As filed with the Securities and Exchange Commission on March 14, 2017

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

ARATANA THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	38-3826477
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
11400 Tomahawk Creek Parkway, Suite 340 Leawood, KS	66211
(Address of Principal Executive Offices)	(Zip Code)

Aratana Therapeutics, Inc. 2013 Incentive Award Plan

(Full Title of the Plan)

Steven St. Peter, M.D.
President and Chief Executive Officer
Aratana Therapeutics, Inc.
11400 Tomahawk Creek Parkway, Suite 340

Leawood, KS 66211

(Name and Address of Agent for Service)
(913) 353-1000

(Telephone Number, including Area Code, of Agent for Service)

Copies to:

(913) 353-1000
John C. Ayres, Esq. General Counsel Aratana Therapeutics, Inc. 11400 Tomahawk Creek Parkway, Suite 340 Leawood, KS 66211 (913) 353-1000	Peter N. Handrinos, Esq. Latham & Watkins LLP 200 Clarendon Street Boston, MA 02116 (617) 948-6060

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 ☐	Smaller reporting company ☐
(Do not check if a 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	1,203,369 shares(2)	$6.61(3)	$7,954,269(3)	$921.90

(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 an additional 1,203,369 shares issuable under the Aratana Therapeutics, Inc. 2013 Incentive Award Plan pursuant to the terms of such 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 Select Market on March 8, 2017.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,203,369 shares of the Registrant’s common stock to be issued pursuant to Registrant’s 2013 Incentive Award Plan and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8

Except as set forth below, the contents of the Registration Statements on Form S-8 (File No. 333-189687, 333-193472, 333-203003 and 333-210232), filed with the Securities and Exchange Commission on June 28, 2013, January 21, 2014, March 25, 2015 and March 15, 2016, respectively, relating to the Registrant’s 2013 Incentive Award Plan, are incorporated by reference herein.

Item 8.  Exhibits

The Exhibit Index immediately preceding the exhibits is incorporated 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 the City of Leawood, State of Kansas, on this 14th day of March, 2017.

ARATANA THERAPEUTICS, INC.

By:   /s/ Steven St. Peter    

Steven St. Peter, M.D.

President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Aratana Therapeutics, Inc., hereby severally constitute and appoint Steven St. Peter and Craig A. Tooman, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, 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 persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Steven St. Peter             Steven St. Peter, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	March 14, 2017
/s/ Craig A. Tooman           Craig A. Tooman	Chief Financial Officer and Treasurer (Principal Financial and Accounting officer)	March 14, 2017
/s/ Wendy L. Yarno             Wendy L. Yarno	Chairperson of the Board of Directors	March 14, 2017
/s/ Laura A. Brege              Laura A. Brege	Director	March 14, 2017
/s/ David L. Brinkley          David L. Brinkley	Director	March 14, 2017
/s/ Robert Gerber                Robert “Rip” Gerber	Director	March 14, 2017
/s/ Irvine O. Hockaday       Irvine “Irv” O. Hockaday	Director	March 14, 2017

/s/ Merilee Raines               Merilee Raines	Director	March 14, 2017
/s/ Robert P. Roche              Robert P. Roche	Director	March 14, 2017
/s/ John Vander Vort            John Vander Vort	Director	March 14, 2017

INDEX TO EXHIBITS

Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant
4.2(2)	Amended and Restated By-Laws of the Registrant
5.1	Opinion of Latham & Watkins LLP, counsel to the Registrant
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1	Power of attorney (included on the signature pages of this registration statement)
99.1(3)	Aratana Therapeutics, Inc. 2013 Incentive Award Plan

____________

(1) Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35952) filed with the SEC on July 3, 2013, and incorporated herein by reference.

(2) Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-35952) filed with the SEC on July 3, 2013, and incorporated herein by reference.

(3) Previously filed as Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-193472) filed with the SEC on January 21, 2014, and incorporated herein by reference.

EX-5.1

Exhibit 5.1	John Hancock Tower, 27th Floor
	200 Clarendon Street
	Boston, Massachusetts  02116
	Tel: +1.617.948.6000  Fax: +1.617.948.6001
March 14, 2017	www.lw.com
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Aratana Therapeutics, Inc.

11400 Tomahawk Creek Parkway

Suite 340

Leawood, KS 66211

Re:Registration Statement on Form S-8: 1,203,369 shares of Aratana Therapeutics, Inc. Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to 1,203,369 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), which may be issued pursuant to the Company’s 2013 Incentive Award Plan, as amended (the “Plan”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

2

March 14, 2017

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.  We consent to your filing this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby 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 Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

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 14, 2017 relating to the financial statements, which appears in Aratana Therapeutics, Inc.’s Annual Report on Form 10‑K for the year ended December 31, 2016.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 14, 2017