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As filed with the Securities and Exchange Commission
July 22, 1997
Registration No. 333-31553
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ASCENT PEDIATRICS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-3047405
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
187 BALLARDVALE STREET, SUITE B125, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices) (Zip Code)
1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
ALAN R. FOX
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ASCENT PEDIATRICS, INC.
187 BALLARDVALE STREET, SUITE B125
WILMINGTON, MA 01887
(Name and address of agent for service)
(508) 658-2500
(Telephone number, including area code, of agent for service)
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The information required by Part I is included in documents sent or given
to participants in the 1992 Equity Incentive Plan of Ascent Pediatrics, Inc.
(the "Registrant") pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Town
of Wilmington, Commonwealth of Massachusetts on the 22nd day of July, 1997.
ASCENT PEDIATRICS, INC.
By: /s/ John G. Bernardi
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John G. Bernardi
Vice President, Finance and Treasurer
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capacities indicated below and on the 22nd day of July, 1997.
Signature Title
--------- -----
* President, Chief Executive
----------------------------- Officer and Director (Principal
Alan R. Fox Executive Officer)
* Vice President, Finance and
----------------------------- Treasurer (Principal Financial
John G. Bernardi and Accounting Officer)
* Chairman
-----------------------------
Emmett Clemente, Ph.D.
* Vice Chairman
-----------------------------
Robert E. Baldini
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* Director
-----------------------------
Raymond F. Baddour, Ph.D.
* Director
-----------------------------
Michael J.F. Du Cros
* Director
-----------------------------
Thomas W. Janes
Director
-----------------------------
Andre Lamotte, Sc.D.
Director
-----------------------------
Terrance McGuire
* Director
-----------------------------
Lee J. Schroeder
*By: /s/ John G. Bernardi
----------------------
John G. Bernardi
Attorney-in-Fact
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INDEX TO EXHIBITS
NUMBER DESCRIPTION PAGE
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4.1(1) Amended and Restated Certificate of
Incorporation of the Registrant
4.2(1) Amended and Restated By-laws of the Registrant
4.3(1) Specimen Stock Certificate of Common Stock
of the Registrant
5.1 Opinion of Hale and Dorr LLP, counsel to
the Registrant
23.1(2) Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2(2) Consent of Coopers & Lybrand L.L.P., independent
accountants
23.3(2) Consent of KPMG Peat Marwick LLP, independent
auditors
24.1(2) Power of Attorney (included in the
signature pages of this Registration
Statement)
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(1) Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1, as amended, File No. 333-23319 and
incorporated herein by reference.
(2) Previously filed.
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EXHIBIT 5.1
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HALE AND DORR LLP
60 State Street
Boston, MA 02109
July 22, 1997
Ascent Pediatrics, Inc.
187 Ballardvale Street, Suite B125
Wilmington, Massachusetts 01887
Re: 1992 Equity Incentive Plan
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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 relating to 1,349,470 shares (the "Shares") of Common Stock, $.00004
par value per share, of Ascent Pediatrics, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1992 Equity Incentive Plan (the
"Plan").
We have examined the Amended and Restated Certificate of Incorporation of
the Company, the Amended and Restated By-laws of the Company, 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 examination of the foregoing documents, we have assumed the genuineness
of all signatures and 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 facsimile copies, and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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