-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ku0x81Sl9Fx14ubYg9sW936TA8rkrLYqvIAzTuqRMN/LTUfsoYm1nuD8iAV/MdB5 tQCnLptYeWUWZLrYskhOsQ== 0001021408-02-012047.txt : 20020927 0001021408-02-012047.hdr.sgml : 20020927 20020927082638 ACCESSION NUMBER: 0001021408-02-012047 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 333-98587 FILED AS OF DATE: 20020927 EFFECTIVENESS DATE: 20020927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIMERIS INC CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-100128 FILM NUMBER: 02773772 BUSINESS ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 BUSINESS PHONE: 9194196050 MAIL ADDRESS: STREET 1: 3518 WESTGATE DRIVE, SUITE 300 CITY: DURHAM STATE: NC ZIP: 27707 S-3MEF 1 ds3mef.txt FORM S-3 As filed with the Securities and Exchange Commission on September 27, 2002 Registration No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRIMERIS, INC. (Exact name of registrant as specified in its charter) Delaware 56-1808663 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 3518 Westgate Drive, Suite 300 Durham, North Carolina 27707 (919) 419-6050 (Address,including zip code, and telephone number, including area code, of registrant's principal executive offices) Dr. Dani P. Bolognesi Chief Executive Officer and Chief Scientific Officer 3518 Westgate Drive, Suite 300 Durham, North Carolina 27707 (919) 419-6050 (Name and address, including zip code, and telephone number, including area code, of agent for service) With a copy to: John B. Watkins Alexander D. Lynch Wilmer, Cutler & Pickering Wilson Sonsini Goodrich & Rosati, P.C. 2445 M Street, NW 12 East 49th Street Washington, D.C. 20037 New York, New York 10017 (202) 663-6000 (212) 999-5800 --------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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] File No. 333-98587 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
Calculation of Registration Fee ------------------------------------------------------------------------------- Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of be Registered Registered Offering Price Per Aggregate Offering Registration Fee(2) Share Price (1) Common Stock, $.001 par 460,000 $45.25 $20,815,000 $1,914.98 value
(1) Based on the offering price for the shares of common stock registered hereby. (2) 2,300,000 shares were registered under SEC File No. 333-98587 for which a filing fee of $10,218.16 was paid. INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO. 333-98587. This registration statement hereby incorporates by reference in its entirety the Trimeris, Inc. Registration Statement on Form S-3 (File No. 333-98587) declared effective on September 26, 2002, as amended, including the documents incorporated or deemed to be incorporated by reference therein (the "Prior Registration Statement"). Trimeris is filling this registration statement for the sole purpose of increasing the number of shares of common stock offered in the Prior Registration Statement by 460,000 shares. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, County of Durham, State of North Carolina on this 26/th/ day of September, 2002. TRIMERIS, INC. By: * -------------------------------------- Dani P. Bolognesi, Ph.D. Chief Executive Officer and Chief Scientific 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 --------- ----- ---- * Chief Executive Officer (principal September 26, 2002 - --------------------------------------------------------- executive officer), Chief Scientific Dani P. Bolognesi, Ph.D. Officer and Director * Chief Financial Officer and General September 26, 2002 - --------------------------------------------------------- Counsel (principal financial officer) Robert R. Bonczek * Chief Business Officer and Executive Vice September 26, 2002 - --------------------------------------------------------- President M. Nixon Ellis /s/ TIMOTHY J. CREECH Director of Finance and Secretary September 26, 2002 - --------------------------------------------------------- (principal accounting officer) Timothy J. Creech * Chairman of the Board of Directors September 26, 2002 - --------------------------------------------------------- Jeffrey M. Lipton * Director September 26, 2002 - --------------------------------------------------------- E. Gary Cook, Ph.D. * Director September 26, 2002 - --------------------------------------------------------- Charles A. Sanders, M.D. * Director September 26, 2002 - --------------------------------------------------------- J. Richard Crout, M.D. * Director September 26, 2002 - --------------------------------------------------------- Kevin Tang
/s/ TIMOTHY J. CREECH -------------------------------------------- *Executed on behalf of these persons by Timothy J. Creech, duly appointed attorney-in-fact of such person Timothy J. Creech Attorney-in-Fact Exhibit Index Exhibit Number Description ------ ----------- 5.1 Opinion of Wilmer, Cutler & Pickering 23.1 Consent of KPMG LLP 23.2 Consent of Wilmer, Cutler & Pickering (included in Exhibit 5.1 to this Registration Statement) 24 Power of attorney (incorporated by reference to Exhibit 24 to Trimeris, Inc.'s Form S-3 filed August 23, 2002) EX-5.1 3 dex51.txt OPINION OF WILMER CUTLER & PICKERING Exhibit 5.1 [Letterhead of Wilmer, Cutler & Pickering] September 26, 2002 Trimeris, Inc. 3518 Westgate Drive Durham, North Carolina 27707 Ladies and Gentlemen: We have acted as securities counsel for Trimeris, Inc., a Delaware corporation (the "Company"), in connection with its filing on the date hereof with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-3 (the "Additional Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the offering and issuance by the Company of 460,000 shares of the Company's common stock, par value $0.001 per share (the "Additional Common Stock"). The Company previously filed a registration statement (File No. 333-98587)(as amended, the "Registration Statement") with respect to the offering and issuance by the Company of 2,300,000 shares of the Company's common stock, par value $0.001 per share (the "Initial Common Stock"). The terms used herein, unless otherwise defined, have the meanings assigned to them in the Registration Statement. The Additional Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act with respect to the Registration Statement to register additional securities in an amount and at a price that represents no more than 20% of the maximum aggregate offering price set forth in the Registration Statement. In connection with the Additional Registration Statement, certain legal matters related to the registration of the Additional Common Stock are being passed upon for the Company by us. We have examined originals, photocopies or conformed copies of all such records of the Company, all such agreements and certificates of public officials, and such other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed, including without limitation a signed copy of the Registration Statement and the Additional Registration Statement and copies of the Company's bylaws and certificate of incorporation, each as amended to the date hereof (the "Charter Documents"). As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company. In rendering the opinions set forth below, we have assumed that (i) all signatures on all documents examined by us are genuine; (ii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents; (iii) each natural person signing any document reviewed by us had the legal capacity to do so; (iv) each person signing in a representative capacity (other than on behalf of the Company) any document reviewed by us had authority to sign in such capacity; (v) all Initial Common Stock and Additional Common Stock will be offered, issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Additional Registration Statement and the prospectus; and (vi) a definitive underwriting agreement with respect to the Initial Common Stock and the Additional Common Stock will have been duly authorized and validly executed and delivered by the Company and the other parties thereto and will have become a valid and binding agreement of the Company. Based upon and subject to the foregoing, we are of the opinion that when (i) the Board of Directors of the Company (the "Board") has taken all necessary corporate action to approve the issuance and terms of the offering of such Additional Common Stock and related matters; and (ii) certificates representing the shares of Additional Common Stock have been duly executed, countersigned, registered and delivered in accordance with the applicable definitive underwriting agreement approved by the Board, upon payment of the consideration therefor (not less than the par value of the Additional Common Stock) provided for therein, the shares of Additional Common Stock will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement and to the statements made with respect to us under the caption "Legal Matters" in the prospectus incorporated by reference into the Additional Registration Statement. In rendering the foregoing opinion, we do not express an opinion concerning any laws other than the general corporate law of the state of Delaware and the federal laws of the United States of America. Sincerely, WILMER, CUTLER & PICKERING By: /s/ John B. Watkins -------------------------------------- John B. Watkins, a Partner EX-23.1 4 dex231.txt CONSENT OF KPMG LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Trimeris, Inc.: We consent to the use of our report included and incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Raleigh, North Carolina September 26, 2002 -----END PRIVACY-ENHANCED MESSAGE-----