Delaware
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56-1953785
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
|
incorporation
or organization)
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Identification
Number)
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o Large accelerated
filer
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o Accelerated
filer
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x Non-accelerated
filer (Do not check if a smaller reporting
company)
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o Smaller
reporting company
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||||||||
Title
of Securities to be Registered
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Amount
to
be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
|
|
Amount
of
Registration
Fee(3)
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Common
Stock, par value $0.01 per share
|
|
1,896,908
|
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$0.37
|
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$701,856
|
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$27.58
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares
of the Registrant’s Common Stock that become issuable under the
Registrant’s Amended and Restated 2004 Stock Incentive Plan (the “Plan”)
by reason of any stock splits, stock dividends, recapitalizations or other
similar transactions effected without the Registrant’s receipt of
consideration that results in an increase in the number of outstanding
shares of the Registrant’s common stock.
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(2)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and (h) under the Securities Act, based on the average of the
bid and asked prices for the Registrant’s Common Stock, as reported on the
OTC Bulletin Board on March 28, 2008.
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(3)
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Registration
fees aggregating $251.00 were previously paid to register these
securities. As a result, no additional registration fee is
required.
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Item 3.
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Incorporation
of Documents by Reference.
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Item 6.
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Indemnification
of Directors and Officers.
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Item 8.
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Exhibits.
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Exhibit
Number
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Description
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5.1
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**
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Opinion
of counsel as to the legality of the securities being
registered
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23.1
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Consent
of Haskell & White LLP, independent registered public accounting
firm
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23.2
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**
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Consent
of counsel (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included on signature page)
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99.1
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*
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Aeolus
Pharmaceuticals, Inc. Amended and Restated 2004 Stock Incentive
Plan
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99.2
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Form
of Restricted Share Award Agreement
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*
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Previously
filed as Appendix B to the Registrant’s Definitive Proxy Statement on
Schedule 14A, filed with the Commission on February 1, 2008.
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**
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Previously
filed.
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Item 9.
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Undertakings.
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AEOLUS
PHARMACEUTICALS, INC.
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|||
By:
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/s/ Michael P. McManus | ||
Michael
P. McManus
Chief
Financial Officer, Treasurer and Secretary
(Principal
Financial and Accounting Officer)
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Name
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|
Title(s)
|
|
Date
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/s/
John L. McManus
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President
and Chief Executive Officer
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March
31, 2008
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||
John
L. McManus
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(Principal
Executive Officer)
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|||
/s/
Michael P. McManus
|
Chief
Financial Officer, Treasurer and Secretary
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March
31, 2008
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||
Michael
P. McManus
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(Principal
Financial and Accounting Officer)
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|||
/s/
David C. Cavalier
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Chairman
of the Board of Directors
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March
31, 2008
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||
David
C. Cavalier
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||||
/s/
John M. Farah, Jr.
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Director
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March
31, 2008
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||
John
M. Farah, Jr., Ph.D.
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||||
/s/
Joseph J. Krivulka
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Director
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March
31, 2008
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||
Joseph
J. Krivulka
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||||
/s/
Amit Kumar
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Director
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March
31, 2008
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||
Amit
Kumar, Ph.D.
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||||
/s/
Chris A. Rallis
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Director
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March
31, 2008
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||
Chris
A. Rallis
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||||
/s/
Peter D. Suzdak
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Director
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March
31, 2008
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||
Peter
D. Suzdak, Ph.D.
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