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As filed with the Securities and Exchange Commission on October 29, 2003
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPIX MEDICAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation or Organization) |
|
04-3030815
(I.R.S. Employer
Identification No.) |
71 Rogers Street
Cambridge, Massachusetts 02142
(617) 250-6000
(Address of Principal Executive Offices) |
EPIX MEDICAL, INC. AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN
EPIX MEDICAL, INC. AMENDED AND RESTATED 1996 DIRECTOR STOCK OPTION PLAN
EPIX MEDICAL, INC. AMENDED AND RESTATED 1996 EMPLOYEE STOCK PURCHASE PLAN |
Michael D. Webb, Chief Executive Officer
EPIX Medical, Inc.
71 Rogers Street
Cambridge, Massachusetts 02142
(617) 250-6000
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
with copies to:
William
T. Whelan, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
CALCULATION OF REGISTRATION FEE
|
Title of
securities to be registered
|
|
Amount to
be Registered(1)
|
|
Proposed Maximum
Offering Price
Per Share(2)
|
|
Proposed Maximum
Aggregate
Offering Price(2)
|
|
Amount of
registration fee
|
|
| Common Stock, $.01 par value |
|
500,000 |
|
$17.95 |
|
$ 8,975,000 |
|
$726.08 |
|
| Common Stock, $.01 par value |
|
100,000 |
|
$17.95 |
|
$ 1,795,000 |
|
$145.22 |
|
| Common Stock, $.01 par value |
|
50,000 |
|
$17.95 |
|
$ 897,500 |
|
$ 72.61 |
|
| |
|
650,000 |
|
|
|
$11,667,500 |
|
$943.91 |
|
- (1)
- The
number of shares of common stock, par value $.01 per share ("Common Stock"), stated above consists of the aggregate number of shares which may be sold upon exercise of options
which have been granted and/or may hereafter be granted under the EPIX Medical, Inc. Amended and Restated 1992 Equity Incentive Plan, the EPIX Medical, Inc. Amended and Restated 1996
Director Stock Option Plan and the EPIX Medical, Inc. Amended and Restated 1996 Employee Stock Purchase Plan (collectively the "Option Plans"). The maximum number of shares which may be sold
upon exercise of options granted under the Option Plans is subject to adjustment in accordance with certain anti-dilution and other provisions of such Option Plans. Accordingly, pursuant
to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of
shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.
- (2)
- This
calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act. The fee is calculated on
the basis of the average of the high and low sale prices per share of the Common Stock on the Nasdaq National Market as of a date October 23, 2003 within 5 business days prior to filing this
Registration Statement.
EXPLANATORY NOTES
- 1.
- In
accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission, the information specified by
Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Option Plans.
- 2.
- The
content of the Registration Statement on Form S-8 (File No. 333-30531) of EPIX Medical, Inc. is hereby incorporated by reference. The
purpose of this Form S-8 is to reflect an increase in the number of shares authorized for issuance under the Amended and Restated 1992 Equity Incentive Plan.
- 3.
- The
content of the Registration Statement on Form S-8 (File No. 333-30533) of EPIX Medical, Inc. is hereby incorporated by reference. The
purpose of this Form S-8 is to reflect an increase in the number of shares authorized for issuance under the Amended and Restated 1996 Director Stock Option Plan.
- 4.
- The
content of the Registration Statement on Form S-8 (File No. 333-41477) of EPIX Medical, Inc. is hereby incorporated by reference. The
purpose of this Form S-8 is to reflect an increase in the number of shares authorized for issuance under the Amended and Restated 1996 Employee Stock Purchase Plan.
Exhibits.
- 5.1
- Opinion
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of shares being registered
- 23.1
- Consent
of Ernst & Young LLP
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 Cambridge,
Massachusetts on this 29th day of October, 2003.
| |
|
EPIX MEDICAL, INC. |
|
|
By: |
/s/ MICHAEL D. WEBB
Michael D. Webb
Chief Executive Officer |
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/ MICHAEL D. WEBB |
|
|
|
|
Michael D. Webb |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
October 29, 2003 |
/s/ PEYTON J. MARSHALL |
|
|
|
|
Peyton J. Marshall |
|
Senior Vice President and Chief Financial Officer |
|
October 29, 2003 |
/s/ CHRISTOPHER F. O. GABRIELI |
|
|
|
|
Christopher F. O. Gabrieli |
|
Chairman of the Board and Director |
|
October 29, 2003 |
/s/ STANLEY T. CROOKE |
|
|
|
|
Stanley T. Crooke, M.D., Ph.D. |
|
Director |
|
October 29, 2003 |
/s/ PETER WIRTH |
|
|
|
|
Peter Wirth |
|
Director |
|
October 29, 2003 |
2
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EXPLANATORY NOTES
SIGNATURES