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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 Registrant’s 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
registered (1)

  Proposed
maximum
offering price
per share (2)
 

Proposed
maximum
aggregate

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
No.

  

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 Registrant’s Registration Statement on Form S-1 (File No. 333-168721) filed with the Commission on August 10, 2010.