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FILING PURSUANT TO RULE 424(B)(2)
REGISTRATION STATEMENT NO. 333-41782
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED AUGUST 22, 2000)
60,861 SHARES
EPIX MEDICAL, INC.
COMMON STOCK
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You should read this prospectus supplement and the accompanying prospectus
carefully before you invest. Both documents contain information you should
consider carefully before making your investment decision.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
PLAN OF DISTRIBUTION
We are offering up to an aggregate of 60,861 shares of our common stock to
Acqua Wellington North American Equities Fund, Ltd. ("Acqua Wellington")
pursuant to this prospectus supplement.
We have entered into a common stock purchase agreement with Acqua Wellington
pursuant to which we may, from time to time and at our sole discretion,
beginning in September 2000 and ending in January 2003, present Acqua Wellington
with draw down notices constituting an offer to purchase our common stock over
an agreed to number of consecutive trading days.
Acqua Wellington will be required to purchase a pro rata portion of up to
$1,550,000 worth of shares on each day during the trading period on which the
daily volume weighted average price for our common stock exceeds a threshold
price determined by us and set forth in the draw down notice. In addition, we
may, at our sole discretion, grant Acqua Wellington an option to purchase up to
an additional $3,100,000 worth of shares during such trading period. The
aggregate amount Acqua Wellington will be required to invest during any draw
down period will depend on the threshold price established by us for the draw
down period. The aggregate amount invested by Acqua Wellington pursuant to this
common stock purchase agreement will not exceed $45 million.
We will issue and sell the shares to Acqua Wellington at a per share price
equal to the daily volume weighted average price of our common stock on each
date during the draw down period on which shares are purchased, less a discount
between 5.65% and 10.0%. The discount will be determined based on the threshold
price established by us for that draw down period. We may present Acqua
Wellington with up to twenty-four (24) draw down notices during the term of the
common stock purchase agreement, provided that there are at least five (5)
trading days between each draw down period.
In the common stock purchase agreement with Acqua Wellington, we agree to
indemnify and hold harmless Acqua Wellington and each person who controls Acqua
Wellington against certain liabilities, including liabilities under the
Securities Act, which may be based upon, among other things, any untrue
statement or alleged untrue statement of a material fact or any omission or
alleged omission of a material fact, unless made or omitted in reliance upon
written information provided to us by Acqua Wellington.
USE OF PROCEEDS
The proceeds of this offering will be approximately $842,898. We will use
the proceeds of this offering as described in the prospectus. See "Use of
Proceeds" on page 13 of the prospectus.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 4, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate the documents listed on page 30 of the prospectus.
MARKET FOR OUR COMMON STOCK
On October 3, 2000, the last reported sale price of our common stock on the
Nasdaq National Market was $14.0625 per share. Our common stock is listed on the
Nasdaq National Market under the symbol "EPIX." The common stock sold under this
prospectus supplement will be listed on the Nasdaq National Market after we
notify the Nasdaq National Market that the shares have been issued.
As of August 3, 2000, we had 13,000,831 shares of common stock outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Plan of Distribution.................................... S-1
Use of Proceeds......................................... S-1
Where You Can Find More Information..................... S-2
Market for Our Common Stock............................. S-2
General................................................. S-2
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