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EX-5 - EX-5 - Epizyme, Inc.d519847dex5.htm
EX-23.2 - EX-23.2 - Epizyme, Inc.d519847dex232.htm

As filed with the Securities and Exchange Commission on May 30, 2013

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Epizyme, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   26-1349956

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

400 Technology Square

Cambridge, Massachusetts 01239

(617) 229-5872

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

copies to:

 

David E. Redlick, Esq.

Rosemary G. Reilly, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

 

Andrew S. Williamson, Esq.

Brent B. Siler, Esq.

Brian F. Leaf, Esq.

Cooley LLP

101 California Street, 5th Floor

San Francisco, California 94111

(415) 693-2000

 

 

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 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.  x 333-187982

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. (Check one):

 

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, $0.0001 par value per share

  985,550 shares   $15.00   $14,783,250   $2,017

 

 

(1) Includes 128,550 shares which the Underwriters have the option to purchase from the Company to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933.

 

 

 


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 $0.0001 per share, of Epizyme, 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. 333-187982), which was declared effective by the Commission on May 30, 2013, 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 City of Cambridge, Commonwealth of Massachusetts, on this 30th day of May, 2013.

 

Epizyme, Inc.
By:  

/s/ Robert J. Gould

  Name:   Robert J. Gould, 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 and on the dates indicated.

 

Signature

  

Title

 

Date

/s/    Robert J. Gould        

Robert J. Gould, Ph.D.

  

Director, President and Chief Executive Officer

(Principal Executive Officer)

  May 30, 2013

/s/    Jason P. Rhodes        

Jason P. Rhodes

  

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

  May 30, 2013

*

Carl Goldfischer, M.D.

   Director   May 30, 2013

*

Thomas Daniel, M.D.

   Director   May 30, 2013

*

David M. Mott

   Director   May 30, 2013

*

Richard F. Pops

   Director   May 30, 2013

*

Beth Seidenberg, M.D.

   Director   May 30, 2013

*

Kazumi Shiosaki, Ph.D.

   Director   May 30, 2013

 

* By:  

/s/ Robert J. Gould

  Robert J. Gould, Ph.D., Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5    Opinion of WilmerHale
23.1    Consent of WilmerHale (included in Exhibit 5)
23.2    Consent of Ernst & Young LLP
24.1*    Powers of Attorney

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-187982) filed with the Commission on April 18, 2013.