Attached files

file filename
EX-5.1 - OPINION OF MINTZ, LEVIN,COHN,GLOVSKY AND POPEO, PC - BG Medicine, Inc.dex51.htm
EX-10.17 - LICENSE AND DISTRIBUTION AGREEMENT - BG Medicine, Inc.dex1017.htm

As filed with the Securities and Exchange Commission on February 3, 2011

Registration No. 333-164574

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 9

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BG Medicine, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   8071   04 3506204
(State or other jurisdiction of incorporation or organization)  

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

610 Lincoln Street North

Waltham, Massachusetts 02451

(781) 890-1199

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Pieter Muntendam, M.D.

President and Chief Executive Officer

BG Medicine, Inc.

610 Lincoln Street North

Waltham, Massachusetts 02451

(781) 890-1199

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

William T. Whelan, Esq.

Scott A. Samuels, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, Massachusetts 02111

(617) 542-6000

  

Donald J. Murray, Esq.

Dewey & LeBoeuf LLP

1301 Avenue of the Americas

New York, New York 10019

(212) 259-8000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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, 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(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    ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


EXPLANATORY NOTE

This Amendment No. 9 (the “Amendment”) relates to BG Medicine, Inc.’s (the “Registrant”) Registration Statement on Form S-1 (File No. 333-164574), initially filed with the Commission on January 29, 2010, and as amended by Amendment No. 1 filed on February 12, 2010, Amendment No. 2 filed on March 12, 2010, Amendment No. 3 filed on August 31, 2010, Amendment No. 4 on November 8, 2010, Amendment No. 5 on November 22, 2010, Amendment No. 6 on November 30, 2010, Amendment No. 7 on December 2, 2010 and Amendment No. 8 on February 1, 2011 (the “Registration Statement”). The Registrant is filing this Amendment for the sole purpose of replacing Exhibits 5.1 and 10.17 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.

 


PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

 

Exhibit

Number

  

Description

5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of securities being registered.
10.17+    License and Distribution Agreement by and between the Registrant and Siemens Healthcare Diagnostics Inc., dated as of December 14, 2010.

 

 

+ Confidential treatment has been requested for portions of this exhibit.

 

 


  

 

 

Signatures

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, Massachusetts, on February 3, 2011.

 

BG MEDICINE, INC.
By:  

/s/    PIETER MUNTENDAM, M.D.

 

Pieter Muntendam, M.D.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

/S/    PIETER MUNTENDAM, M.D.        

Pieter Muntendam, M.D.

   President, Chief Executive Officer and Director (principal executive officer)   February 3, 2011

/S/    MICHAEL W. ROGERS        

Michael W. Rogers

   Executive Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)   February 3, 2011

*

Noubar B. Afeyan, Ph.D.

   Chairman of the Board of Directors   February 3, 2011

*

Harrison M. Bains

   Director   February 3, 2011

*

Stéphane Bancel

   Director   February 3, 2011

*

Timothy Harris, Ph.D., D.Sc.

   Director   February 3, 2011

*

Stelios Papadopoulos, Ph.D.

  

Vice Chairman of the

Board of Directors

  February 3, 2011

*

Pieter van der Meer, M.Sc.

   Director   February 3, 2011

 

* By:  

/S/    PIETER MUNTENDAM, M.D.        

    February 3, 2011
  Pieter Muntendam, M.D.    
  Attorney-in-fact    

 

 

 

II-7


EXHIBIT INDEX

 

Exhibit

Number

  

Description

5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, with respect to the legality of securities being registered.
10.17+    License and Distribution Agreement by and between the Registrant and Siemens Healthcare Diagnostics Inc., dated as of December 14, 2010.

 

 

+ Confidential treatment has been requested for portions of this exhibit.