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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant To Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
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ESPERION THERAPEUTICS, INC.
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(Exact name of registrant specified in Charter)
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DELAWARE 38-3419139
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(State or other (IRS Employee
jurisdiction of Identification No.)
incorporation)
3621 S. State Street, 48108
695 KMS Place
Ann Arbor, MI
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(Address of principal executive offices) Zip Code
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A. (c), please check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A. (d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-31032
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
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The Registrant is registering shares of Common Stock, $0.001 par value per
share, pursuant to a Registration Statement on Form S-1 (File No. 333-31032)
that was filed with the Securities and Exchange Commission on February 24, 2000
(the "Registration Statement"). Reference is made to the sections entitled
"Prospectus Summary" and "Description of Capital Stock" in the prospectus
forming a part of the Registration Statement, and all amendments to the
Registration Statement subsequently filed with the Commission, including any
prospectus relating thereto filed subsequently pursuant to Rule 424 of the
Securities Act of 1933, as amended. Such Registration Statement and all
amendments to the Registration Statement are hereby deemed to be incorporated by
reference into this Registration Statement in accordance with the Instruction to
Item 1 of this Form.
Item 2. Exhibits.
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3.1 Fifth Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.3 to the
Registration Statement on Form S-1 (File No. 333-31032) of the
Registrant, as amended).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 3.4 to the Registration Statement on Form
S-1 (File No. 333-31032) of the Registrant, as amended).
4.1 Form of Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4.1 to the Registration Statement on Form
S-1 (File NO. 333-31032) of the Registrant).
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SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
ESPERION THERAPEUTICS, INC.
By: /s/ Roger S. Newton
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Name: Roger S. Newton
Dated: August 4, 2000 Title: Chairman and Chief Executive Officer
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