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)