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As filed with the Securities and Exchange Commission on September 21, 2001
Registration No. 333-
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UNITED STATES 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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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)
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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
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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)
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Common Stock, $0.001 par 700,000 $6.61 $4,627,000 $1,157
value
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(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.
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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.
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EXHIBIT NUMBERS EXHIBIT
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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
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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
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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
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/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
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David I. Scheer
/s/ Christopher Moller Director
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Christopher Moller
/s/ Eileen M. More Director
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Eileen M. More
/s/ Seth A. Rudnick Director
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Seth A. Rudnick
/s/ Henry E. Blair Director
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Henry E. Blair
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INDEX TO EXHIBITS
EXHIBIT NUMBERS EXHIBIT
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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)