As filed with the Securities and Exchange Commission on August 2, 2002
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
EPIX MEDICAL, INC. AMENDED AND RESTATED 1992 EQUITY INCENTIVE 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
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Proposed Proposed
Title of Amount to be Maximum Maximum
securities to be registered Registered (1) Offering Price Aggregate Amount of
Per Share (2) Offering Price (2) registration fee
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Common Stock, $.01 par value 500,000 $4.32 $2,160,000 $199.00
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(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 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 "Option Plan"). The maximum number of shares
which may be sold upon exercise of options granted under the Option Plan is
subject to adjustment in accordance with certain anti-dilution and other
provisions of such 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) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act. The fee is calculated on the basis of the average of the
high and low sale prices per share of the Common Stock on the Nasdaq
National Market as of a date (July 30, 2002) within 5 business days prior
to filing this Registration Statement.
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EXPLANATORY NOTE
The content of the Registration Statement on Form S-8 (File No.
333-30531) of EPIX Medical, Inc. is hereby incorporated by reference. The
purpose of this Form 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 Ernst & Young LLP
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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 August 2, 2002.
EPIX MEDICAL, INC.
By: /s/ Michael D. Webb
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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.
SIGNATURE TITLE DATE
/s/ Michael D. Webb Chief Executive Officer and Director August 2, 2002
----------------------- (Principal Executive Officer)
Michael D. Webb
/s/ Pamela E. Carey Vice President of Finance and Administration
----------------------- and Chief Financial Officer August 2, 2002
Pamela E. Carey
/s/ Christopher F. O. Gabrieli
--------------------------------- Chairman of the Board and Director August 2, 2002
Christopher F. O. Gabrieli
/s/ Stanley T. Crooke
--------------------------- Director August 2, 2002
Stanley T. Crooke, M.D., Ph.D.
/s/ Peter Wirth
--------------------------- Director August 2, 2002
Peter Wirth
/s/ Randall B. Lauffer
--------------------------- Director August 2, 2002
Randall B. Lauffer, Ph.D.
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