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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRIMERIS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 8733 56-1808663
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Organization) Industrial Code Number) Identification No.)
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4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707
(919) 419-6050
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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DR. M. ROSS JOHNSON
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHIEF SCIENTIFIC OFFICER
4727 UNIVERSITY DRIVE, SUITE 100
DURHAM, NORTH CAROLINA 27707
(919) 419-6050
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
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<CAPTION>
COUNSEL TO COMPANY COUNSEL TO UNDERWRITERS
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<S> <C> <C>
FRED D. HUTCHISON, ESQUIRE JOHN B. WATKINS, ESQUIRE ALEXANDER D. LYNCH, ESQUIRE
HUTCHISON & MASON PLLC WILMER, CUTLER & PICKERING BROBECK, PHLEGER & HARRISON LLP
4011 WESTCHASE BOULEVARD 2445 M ST., N.W. 1633 BROADWAY
SUITE 400 WASHINGTON, D.C. 20037 47TH FLOOR
RALEIGH, NORTH CAROLINA 27607 (202) 663-6000 NEW YORK, NEW YORK 10019
(919) 829-9600 (212) 581-1600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-31109
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
[CAPTION]
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<S> <C> <C> <C>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFER-
BE REGISTERED REGISTERED (1)(2) PER SHARE (3) ING PRICE (2)
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Common Stock, par value
$.001 per share................. 287,500 $12.00 $3,450,000.00
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TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO REGISTRATION
BE REGISTERED FEE (4)
<S> <C>
Common Stock, par value
$.001 per share................. $1,046.00
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(1) Includes 37,500 shares of Common Stock which the Underwriters have the
option to purchase from the Company solely to cover over-allotments, if any.
(2) Shares of Common Stock previously registered include 2,875,000 shares
for which the registration fee has previously been paid.
(3) The proposed maximum offering price per share is based on the proposed
initial public offering price for the shares of the Common Stock offered
hereby.
(4) Calculated pursuant to Rule 457(a).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 filed by Trimeris, Inc. with the Securities and Exchange
Commission (File No. 333-31109) pursuant to the Securities Act of 1933, as
amended, and declared effective on October 6, 1997 is incorporated by reference
into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Durham,
County of Durham, State of North Carolina, on this 6th day of October, 1997.
TRIMERIS, INC.
By: /s/ M. ROSS JOHNSON*
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M. ROSS JOHNSON,
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHIEF SCIENTIFIC OFFICER
WITNESS our hands on this 6th day of October, 1997.
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<S> <C> <C>
/s/ JESSE I. TREU* /s/ ANDREW MCCREATH*
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Jesse I. Treu, Ph.D. Andrew McCreath
Chairman of the Board of Directors Director
/s/ DANI P. BOLOGNESI* /s/ MATTHEW A. MEGARO
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Dani P. Bolognesi, Ph.D. Matthew A. Megaro
Director Chief Operating Officer, Chief Financial
Officer, Executive Vice President and
Secretary (Principal Accounting and
Financial Officer)
/s/ BRIAN H. DOVEY* /s/ CHARLES A. SANDERS*
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Brian H. Dovey Charles A. Sanders, M.D.
Director Director
/s/ M. ROSS JOHNSON*
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M. Ross Johnson, Ph.D.
President, Chief Executive Officer,
Chief Scientific Officer and Director
(Principal Executive Officer)
* Executed on behalf of these persons by
Matthew A. Megaro, duly appointed
Attorney-in-fact of each such person.
/s/ MATTHEW A. MEGARO
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Matthew A. Megaro
Attorney-in-Fact
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-31109 are incorporated by reference into, and shall be deemed
part of this registration statement, except the following, which are filed
herewith:
Number Description
- ------ -----------
5.1 Opinion of Hutchison & Mason PLLC
23.1 Consent of KPMG Peat Marwick, LLP, Independent Auditors
23.2 Consent of Hutchison & Mason PLLC, (included in Exhibit 5.1)
23.3 Consent of Pennie E. Edmonds
October 7, 1997
Trimeris, Inc.
4727 University Drive
Suite 100
Durham, North Carolina 27707
Re: 287,500 Shares of Common Stock of Trimeris, Inc.
Ladies and Gentlemen:
We have acted as counsel to Trimeris, Inc., a Delaware corporation (the
"Company"), in connection with the proposed issuance and sale by the Company of
up to 287,500 shares of the Company's Common Stock (the "Shares"), pursuant to
the Company's Registration Statement on Form S-1 filed on October 7, 1997 (the
"Registration Statement").
In connection with this opinion, we have examined the Registration
Statement and related Prospectus, the Company's Second Restated Certificate of
Incorporation, as amended through the date hereof, the Third Amended and
Restated Certificate of Incorporation, which the Registration Statement
contemplates will become effective immediately prior to the issuance and sale of
the Shares, the Company's bylaws, as amended through the date hereof, the
Amended and Restated Bylaws which the Registration Statement contemplates will
become effective immediately prior to the issuance and sale of the Shares, and
the originals, or copies certified to our satisfaction, of such records,
documents, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expresses below (the
"Documents"). We are relying (without any independent investigation thereof)
upon the truth and accuracy of the statements, covenants, representations and
warranties set forth in the Documents.
On the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares have been duly authorized, and if, as and when issued in
accordance with the Registration Statement and Prospectus (as amended and
supplemented through the date of issuance), will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement, the Prospectus and any further amendments thereto. Subject to the
foregoing sentence, this opinion is
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given as of the date hereof solely for your benefit and may not be relied upon,
circulated, quoted or otherwise referred to for any purposes without our prior
written consent.
Very truly yours,
HUTCHISON & MASON PLLC
/s/ Hutchison & Mason PLLC
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Trimeris, Inc.:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
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Raleigh, North Carolina
October 7, 1997
CONSENT OF COUNSEL
The undersigned hereby consents to the use of our name and the statement
with respect to us appearing under the heading "Experts" in the Registration
Statement on Form S-1 of Trimeris, Inc.
/s/ Pennie & Edmonds LLP
PENNIE & EDMONDS LLP
New York, New York
October 7, 1997
