0000950124-01-503267.txt : 20011009 0000950124-01-503267.hdr.sgml : 20011009 ACCESSION NUMBER: 0000950124-01-503267 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010921 EFFECTIVENESS DATE: 20010921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ESPERION THERAPEUTICS INC/MI CENTRAL INDEX KEY: 0001066745 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383419139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69828 FILM NUMBER: 1742350 BUSINESS ADDRESS: STREET 1: 3621 S STATE STREET 695KMS PLACE STREET 2: 734-332-0506 CITY: ANN ARBOR STATE: MI ZIP: 48108 MAIL ADDRESS: STREET 1: 3621 STATE STREET STREET 2: 695 KMS PLACE CITY: ANN ARBOR STATE: MI ZIP: 48108 S-8 1 k64904s-8.txt FORM S-8 - REGISTRATION STATEMENT 1 As filed with the Securities and Exchange Commission on September 21, 2001 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- ESPERION THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) DELAWARE 38-3419139 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.) organization) 3621 SOUTH STATE STREET 695 KMS PLACE 48108 ANN ARBOR, MI (Address of principal executive offices) (Zip code)
ESPERION THERAPEUTICS, INC. 2000 EQUITY COMPENSATION PLAN (Full title of the plan) ROGER S. NEWTON, PH.D. PRESIDENT AND CHIEF EXECUTIVE OFFICER ESPERION THERAPEUTICS, INC. 3621 SOUTH STATE STREET 695 KMS PLACE ANN ARBOR, MI 48108 (Name and address of agent for service) (734) 332-0506 (Telephone number, including area code, of agent for service) ---------------- Copy of all communications to: LINDA L. GRIGGS, ESQ. MORGAN, LEWIS & BOCKIUS LLP 1800 M STREET, N.W. WASHINGTON, D.C. 20036-5869 (202) 467-7000 CALCULATION OF REGISTRATION FEE
==================================================================================================================================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered Registered (1) offering price aggregate registration fee (2) per share (2) offering price (2) ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.001 par 700,000 $6.61 $4,627,000 $1,157 value ====================================================================================================================================
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), the number of shares of Common Stock registered shall be adjusted to include any additional shares which may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the Esperion Therapeutics, Inc. 2000 Equity Compensation Plan. (2) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices per share of the Common Stock on September 19, 2001, as reported on The Nasdaq National Market. ================================================================================ 2 EXPLANATORY NOTE On February 6, 2001, Esperion Therapeutics, Inc. registered shares of Common Stock to be offered and sold to participants under the Esperion Therapeutics, Inc. 2000 Equity Compensation Plan (the "Plan"), pursuant to a Registration Statement on Form S-8, file number 333-55080. This Registration Statement is being filed pursuant to General Instruction E to Form S-8 in order to register an additional 700,000 shares of Common Stock which may be sold to participants under the Plan. The contents of the Registration Statement on Form S-8, file number 333-55080, relating to the registration of shares of Common Stock for issuance under the Plan are hereby incorporated by reference to this Registration Statement in accordance with General Instruction E to Form S-8. ITEM 8. EXHIBITS. -------- EXHIBIT NUMBERS EXHIBIT -------------------------------------------------------------------------------- 5 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5) 24 Power of Attorney (included as part of the signature page) SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 the City of Ann Arbor, State of Michigan on September 21, 2001. ESPERION THERAPEUTICS, INC. By: /s/ Roger S. Newton -------------------------------- Name: Roger S. Newton, Ph.D. Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 21, 2001. Each person whose individual signature appears below hereby authorizes and appoints Roger S. Newton, Timothy M. Mayleben and any other person appointed as attorney-in-fact, or any of 3 them, to execute in his or her name and to file any amendment to this registration statement on his or her behalf individually and in each capacity stated below.
Name Title ---- ----- /s/ Roger S. Newton President, Chief Executive Officer, and ------------------------------- Director (Principal Executive Officer) Roger S. Newton /s/ Timothy M. Mayleben Vice President of Finance and Chief ------------------------------- Financial Officer (Principal Financial Timothy M. Mayleben Officer) /s/ Frank E. Thomas Director of Finance, Controller ------------------------------- (Principal Accounting Officer) Frank E. Thomas /s/ David I. Scheer Chairman ------------------------------- David I. Scheer /s/ Christopher Moller Director ------------------------------- Christopher Moller /s/ Eileen M. More Director ------------------------------- Eileen M. More /s/ Seth A. Rudnick Director ------------------------------- Seth A. Rudnick /s/ Henry E. Blair Director ------------------------------- Henry E. Blair
4 INDEX TO EXHIBITS EXHIBIT NUMBERS EXHIBIT -------------------------------------------------------------------------------- 5 Opinion of Morgan, Lewis & Bockius LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5) 24 Power of Attorney (included as part of the signature page) EX-5 3 k64904ex5.txt OPINION/CONSENT OF MORGAN, LEWIS & BOCKIUS LLP 1 EXHIBIT 5 September 21, 2001 Esperion Therapeutics, Inc. 3621 South State Street 695 KMS Place Ann Arbor, MI 48108 Ladies and Gentlemen: We have acted as counsel to Esperion Therapeutics, Inc., a Delaware corporation (the "Company"), in connection with the preparation of a registration statement on Form S-8 (the "Registration Statement") to be filed pursuant to the Securities Act of 1933, as amended (the "Act"), and relating to 700,000 shares of common stock of the Company, par value $0.001 per share (the "Shares"). The Shares covered by the Registration Statement will be issued pursuant to the Esperion Therapeutics, Inc. 2000 Equity Compensation Plan (the "Plan"). We have examined the Registration Statement and such corporate records, statutes and other documents as we have deemed relevant in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. In our examination, we have assumed the genuineness of documents submitted to us as originals and the conformity with originals of documents submitted to us as copies thereof. Based on the foregoing, it is our opinion that, when issued and delivered in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, MORGAN, LEWIS & BOCKIUS LLP EX-23.1 4 k64904ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 22, 2001, included in Esperion Therapeutics, Inc. Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement. Arthur Andersen LLP Ann Arbor, Michigan, September 19, 2001.