As filed with the Securities and Exchange Commission on June 26, 1998
REGISTRATION NO. 333 -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
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EPIX MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 04-3030815
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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71 Rogers Street
Cambridge, Massachusetts 02142
(617) 449-1400
(Address of Principal Executive Offices)
1996 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Michael D. Webb, President and Chief Executive Officer
EPIX Medical, Inc.
71 Rogers Street
Cambridge, Massachusetts 02142
(617) 449-1400
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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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
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Title of Amount to be Proposed Proposed Amount of
securities to be registered registered maximum maximum registration fee (1)
offering price aggregate
per share offering price
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Common Stock, $.01 par value 33,334 shares $10.1875 $339,591.00 $101.00
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(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) based upon the average of the bid and
asked prices on June 25, 1998 as reported by the Nasdaq National Market.
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EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 (File No. 333-30533)
of EPIX Medical, Inc. are hereby incorporated by reference. The purpose of this
S-8 is to reflect an increase in the number of shares authorized for issuance
under the 1996 Director Stock Option Plan.
Exhibits.
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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 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Ernst & Young, LLP, independent auditors.
1
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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 June 26, 1998.
EPIX MEDICAL, INC.
By: /s/ Michael D. Webb
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Michael D. Webb
President and 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.
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Signature Title Date
--------- ----- ----
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/s/ Michael D. Webb President, Chief Executive June 26, 1998
- ------------------------------------- Officer and Director
Michael D. Webb (Principal Executive Officer)
/s/ Jeffrey R. Lentz Vice President, Finance and June 26, 1998
- ------------------------------------- Administration and Chief
Jeffrey R. Lentz Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Christopher F.O. Gabrieli Chairman of the Board June 26, 1998
- ------------------------------------- and Director
Christopher F.O. Gabrieli
/s/ Stanley T. Crooke, M.D. Ph.D. Director June 26, 1998
- -------------------------------------
Stanley T. Crooke, M.D. Ph.D.
/s/ Luke B. Evnin, Ph.D. Director June 26, 1998
- -------------------------------------
Luke B. Evnin, Ph.D.
/s/ Randall B. Lauffer, Ph.D. Director June 26, 1998
- --------------------------------------
Randall B. Lauffer, Ph.D.
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2
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EXHIBIT INDEX
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Exhibit Sequential
Number Description Page No.
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5.1 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to
the legality of shares being registered. Filed herewith.
23.1 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors. Filed herewith.
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3
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Fax: 617/542-2241
Telephone: 202/434-7300 www.Mintz.com
Fax: 202/434-7400
Direct Dial Number
617-542-6000
June 26, 1998
EPIX Medical, Inc.
71 Rogers Street
Cambridge, MA 02142
Ladies and Gentlemen:
We have acted as counsel to EPIX Medical, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 33,334
additional shares (the "Shares") of its common stock, $.01 par value per share
(the "Common Stock"), to be offered for sale by the Company from time to time
under the Company's 1996 Director Stock Option Plan (the "Plan"). This opinion
is being rendered in connection with the filing of the Registration Statement.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company's Restated
Certificate of Incorporation and Amended and Restated Bylaws, both as currently
in effect; such other records of the corporate proceedings of the Company as we
have deemed relevant; and the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon the foregoing, we are of the opinion that:
1. The Shares have been duly and validly authorized by the Company.
2. When issued in accordance with the terms of the Plan, the Shares will be
validly issued, fully paid and non-assessable.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Page 2
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign jurisdiction.
We hereby consent to the inclusion of this opinion in the Registration
Statement and to the references to this firm contained therein.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1996 Director Stock Option Plan, of our report
dated February 13, 1998, with respect to the financial statements of Epix
Medical, Inc. for the registration of 33,334 shares of its common stock, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Boston, Massachusetts
June 25, 1998
