As filed with the Securities and Exchange Commission on February 4, 2014

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. Stuart M. Falber, Esq. Jason L. Kropp, 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 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.  x 333-193569

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

 

Class of Securities to be Registered		Number of Shares to be Registered (1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.0001 per share		345,000		$29.25		$10,091,250		$1,300

(1)	Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.

(2)	Estimated in accordance with Rule 457(a) of the Securities Act of 1933.

 

 

 

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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. 333-193569), which was declared effective by the Commission on February 4, 2014, are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

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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 4^th day of February, 2014.

 

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, Chief Executive Officer (Principal Executive Officer)		February 4, 2014
/s/    Jason P. Rhodes         Jason P. Rhodes		President and Chief Financial Officer (Principal Financial and Accounting Officer)		February 4, 2014
* Carl Goldfischer, M.D.		Director		February 4, 2014
* Thomas Daniel, M.D.		Director		February 4, 2014
* David M. Mott		Director		February 4, 2014
* Richard F. Pops		Director		February 4, 2014
* Beth Seidenberg, M.D.		Director		February 4, 2014
* Kazumi Shiosaki, Ph.D.		Director		February 4, 2014

 

* By:		/s/ Robert J. Gould
		Robert J. Gould, Ph.D., Attorney-in-Fact

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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. 333-193569) filed with the Commission on January 27, 2014.