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As filed with the Securities and Exchange Commission on January 10, 2000
REGISTRATION NO. 333 -
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
EPIX MEDICAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 04-3030815
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
71 Rogers Street
Cambridge, Massachusetts 02142
(617) 250-6000
(Address of Principal Executive Offices)
AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN
(Full title of the plan)
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)
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
<TABLE>
<CAPTION>
=============================================================================================================
Proposed
Title of Amount to be Maximum
securities to be registered Registered(1) Aggregate Amount of
offering price(2) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, $.01 par value 800,000 $4,665,455 $1,232
=============================================================================================================
</TABLE>
(1) The number of shares of common stock, par value $.01 per share ("Common
Stock"), stated above consists of the aggregate number of shares which may be
sold upon the exercise of options which have been granted and/or may
hereafter be granted under the Epix Medical, Inc. Amended and Restated 1992
Equity Incentive Plan (the "Plan"). The maximum number of shares which may be
sold upon the exercise of such options granted under the Plan are subject to
adjustment in accordance with certain anti-dilution and other provisions of
said Plan. Accordingly, pursuant to Rule 416 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement covers,
in addition to the number of shares stated above, an indeterminate number of
shares which may be subject to grant or otherwise issuable after the
operation of any such anti-dilution and other provisions.
(2) Estimated solely for the purpose of determinng the registration fee
pursuant to Rule 457(h) and in accordance therewith includes (i) 721,303
shares subject to existing options based upon the price at which such options
may be exercised and (ii) 78,697 shares subject to options to be granted
under the Plan based on the basis of the average of the high and low sale
prices per share of the Common Stock reported by the National Market System
of the National Association of Securities Dealers Automated Quotation System
(NASDAQ) on January 5, 2000.
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EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 (File No.
333-30531) 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 Amended and Restated 1992 Equity Incentive
Plan.
Exhibits.
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.
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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 January 10, 2000.
EPIX MEDICAL, INC.
By: /s/ Michael D. Webb
----------------------------------
Michael D. Webb
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chief Executive Officer
/s/ Michael D. Webb and Director January 10, 2000
- ------------------------------------------ (Principal Executive Officer)
Michael D. Webb
Director of Finance
/s/ Pamela E. Carey and Treasurer January 10, 2000
- ------------------------------------------ (Principal Financial and
Pamela E. Carey Accounting Officer)
Chairman of the Board
/s/ Christopher F.O. Gabrieli and Director January 10, 2000
- ------------------------------------------
Christopher F.O. Gabrieli
/s/ Stanley T. Crooke Director January 10, 2000
- ------------------------------------------
Stanley T. Crooke, M.D. Ph.D.
/s/ Luke B. Evnin Director January 10, 2000
- ------------------------------------------
Luke B. Evnin, Ph.D.
/s/ Randall B. Lauffer Director January 10, 2000
- ------------------------------------------
Randall B. Lauffer, Ph.D.
</TABLE>
2
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EXHIBIT INDEX
Exhibit
Number Description
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.
3
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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
January 7, 2000
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 800,000
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 Amended and Restated 1992 Equity Incentive 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 applicable provisions of the Delaware
Constitution and the General Corporation Laws of the State of Delaware
("Delaware Law") and judicial decisions interpreting Delaware Law. We 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.
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Amended and Restated 1992 Equity Incentive Plan of
EPIX Medical, Inc. of our report dated February 3, 1999, with respect to the
financial statements of EPIX Medical, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 4, 2000
