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As filed with the Securities and Exchange Commission
July 18, 1997
Registration No. 333-31135
==============================================================
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)
1997 EMPLOYEE STOCK PURCHASE 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 II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
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 18th day of July, 1997.
ASCENT PEDIATRICS, INC.
By: /s/ John G. Bernardi
---------------------------------------
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 18th 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)
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* Chairman
----------------------------
Emmett Clemente, Ph.D.
* Vice Chairman
----------------------------
Robert E. Baldini
* 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
- ------ ----------- ----
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(2) 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.
