As filed with the Securities and Exchange Commission on January 14, 2002
REGISTRATION NO. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EPIX MEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3030815
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
71 ROGERS STREET
CAMBRIDGE, MASSACHUSETTS 02142
TELEPHONE: (617) 250-6000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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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)
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COPY TO:
WILLIAM T. WHELAN, ESQ.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
ONE FINANCIAL CENTER
BOSTON, MA 02111
TEL: (617) 542-6000
FAX: (617) 542-2241
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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: |_|
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, check the following box: |X|
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. |X| 333-41782
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. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
=========================== ============== ======================== ======================== ====================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE (1)
--------------------------- -------------- ------------------------ ------------------------ --------------------
Common Stock, $ .01 par
value...................... 556,098 shares $12.50 $6,951,225 $1,662
=========================== ============== ======================== ======================== ====================
(1) 3,000,000 shares were previously registered on a Registration Statement on
Form S-3 (Registration No. 333-41782), for which a filing fee of $13,662 was
previously paid with such Registration Statement. The Registrant has
instructed a bank to transmit a wire transfer to the Securities and Exchange
Commission (the "Commission") of the requisite fee for this Registration
Statement, the Registrant will not revoke such instruction, and it has
sufficient funds in the relevant account to cover the amount of the
registration fee.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. This Registration Statement
relates to the public offering of Common Stock of Epix Medical, Inc.
contemplated by a Registration Statement on Form S-3, Registration No.
333-41782 (the "Prior Registration Statement"), and is filed solely to
increase the number of shares available for such offering by 556,098 shares.
The contents of the Prior Registration Statement are hereby incorporated by
reference into this Registration Statement.
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 the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the Town of Cambridge, Massachusetts, on
January 14, 2002.
EPIX MEDICAL, INC.
By: /s/ MICHAEL D. WEBB
-----------------------------
Michael D. Webb
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
SIGNATURES TITLE DATE
/s/ MICHAEL D. WEBB Chief Executive Officer January 14, 2002
-------------------------------------- (Principal Executive Officer)
Michael D. Webb
* Vice President of Finance January 14, 2002
-------------------------------------- and Administration and
Pamela E. Carey Chief Financial Officer
(Principal Financial and
Accounting Officer)
* Chairman of the Board and January 14, 2002
--------------------------------------
Christopher F. O. Gabrieli Director
* Director January 14, 2002
--------------------------------------
Stanley T. Crooke, M.D., Ph.D.
* Director January 14, 2002
--------------------------------------
Randall B. Lauffer, Ph.D.
Director
--------------------------------------
Peter K. Wirth
* By executing his name hereto, Michael D. Webb is signing this
document on behalf of the persons indicated above pursuant to powers of attorney
duly executed by such persons and filed with the Securities and Exchange
Commission.
By: /s/ MICHAEL D. WEBB
------------------------------
Michael D. Webb
Attorney-in-Fact
3
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the
Registration Statement on Form S-3 (Registration No. 333-41782) are incorporated
by reference into, and shall be deemed a part of, this Registration Statement,
and the following additional exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION
5.1 - Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
with respect to the legality of securities being registered.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in Exhibit 5.1 to this Registration Statement on
Form S-3).