Attached files
file | filename |
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EX-5.1 - OPINION OF GOODWIN PROCTER LLP - Aegerion Pharmaceuticals, Inc. | dex51.htm |
EX-23.1 - CONSENT OF ERNST & YOUNG LLP - Aegerion Pharmaceuticals, Inc. | dex231.htm |
As filed with the Securities and Exchange Commission on October 22, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEGERION PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2834 | 20-2960116 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
CenterPointe IV
1140 Route 22 East, Suite 304
Bridgewater, New Jersey 08807
(908) 707-2100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Marc Beer
Chief Executive Officer
Aegerion Pharmaceuticals, Inc.
CenterPointe IV
1140 Route 22 East, Suite 304
Bridgewater, New Jersey 08807
(908) 707-2100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Jocelyn M. Arel, Esq. Michael H. Bison, Esq. Goodwin Procter LLP 53 State Street Boston, Massachusetts 02109 (617) 570-1000 |
Christine A. Pellizzari, Esq. Executive Vice President, General Counsel and Secretary Aegerion Pharmaceuticals, Inc. CenterPointe IV 1140 Route 22 East, Suite 304 Bridgewater, New Jersey 08807 (908) 707-2100 |
David E. Redlick, Esq. Brian A. Johnson, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 399 Park Avenue New York, New York 10022 (212) 230-8800 |
Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this registration statement.
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 333-168721
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
¨ | Accelerated filer | ¨ | |||||
Non-accelerated filer |
x | (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered |
Amount to be |
Proposed maximum offering price per share (2) |
Proposed offering price (2) |
Amount of registration fee | ||||
Common Stock, $0.001 par value per share |
383,333 shares | $9.50 | $3,641,664 | $260 |
(1) | Includes 50,000 shares which the Underwriters have the option to purchase from the Registrant to cover over-allotments, if any. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price. |
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of Aegerion Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-168721), which was declared effective by the Commission on October 21, 2010, are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Bridgewater, New Jersey, on October 22, 2010.
AEGERION PHARMACEUTICALS, INC. | ||
By: | /S/ MARC. D. BEER | |
Marc D. Beer President (Principal 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 indicated below on the 22nd day of October, 2010.
Signature |
Title | |
/S/ MARC D. BEER Marc D. Beer |
Chief Executive Officer (Principal Executive Officer) and Director | |
/S/ WILLIAM H. LEWIS William H. Lewis |
President (Principal Financial Officer) | |
/S/ JOHN T. CAVAN John T. Cavan |
Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
* David I. Scheer |
Chairman of the Board | |
* Alison Kiley |
Director | |
* Jason S. Fisherman |
Director | |
* Antonio M. Gotto Jr. |
Director | |
* Michèle Ollier |
Director |
*By: | /S/ WILLIAM H. LEWIS | |
William H. Lewis Attorney-in-fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Goodwin Procter LLP | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
24.1* | Powers of Attorney |
* | Filed as Exhibit 24.1 to the Registrants Registration Statement on Form S-1 (File No. 333-168721) filed with the Commission on August 10, 2010. |