As filed with the Securities and Exchange Commission on October 2, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Prothena Corporation plc
(Exact name of Registrant as specified in its charter)
| Ireland | 2834 | 43-1256213 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
650 Gateway Boulevard
South San Francisco, CA 94080
(650) 837-8550
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Dale B. Schenk
Chief Executive Officer
Prothena Corporation plc
650 Gateway Boulevard
South San Francisco, CA 94080
(650) 837-8550
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Alan C. Mendelson, Esq. Robert W. Phillips, Esq. Latham & Watkins LLP 140 Scott Drive |
Mark B. Weeks, Esq. Palo Alto, CA 94304 |
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 333-191218
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 | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price (2)(3) |
Amount of registration fee | ||||
| Ordinary Shares, $0.01 par value per share |
1,046,500 shares | $22.00 | $23,023,000 | $2,966 | ||||
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| (1) | Includes ordinary shares that the underwriters have the option to purchase from the selling shareholder, if any. |
| (2) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-191218), is hereby registered. |
| (3) | Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(a) promulgated under the Securities Act of 1933, as amended. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional ordinary shares, par value $0.01 per share, of Prothena Corporation plc, a public limited company formed under the laws of Ireland, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-191218), which was declared effective by the Securities and Exchange Commission on October 2, 2013, are incorporated in this registration statement by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the South San Francisco, California, on October 2, 2013.
| Prothena Corporation plc | ||||||
| Date: October 2, 2013 | By: | /s/ Dale B. Schenk | ||||
| Dale B. Schenk | ||||||
| President and Chief Executive Officer | ||||||
| Date: October 2, 2013 | By: | /s/ Tran B. Nguyen | ||||
| Tran B. Nguyen | ||||||
| Chief Financial Officer | ||||||
SIGNATURES
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/ Dale B. Schenk Dale B. Schenk, Ph.D. |
President and Chief Executive Officer (Principal Executive Officer) and Director |
October 2, 2013 | ||
| /s/ Tran B. Nguyen Tran B. Nguyen |
Chief Financial Officer (Principal Financial Officer) |
October 2, 2013 | ||
| /s/ Karin L. Walker Karin L. Walker |
Controller, Chief Accounting Officer and Head of Accounting (Principal Accounting Officer) |
October 2, 2013 | ||
| * Lars Ekman, M.D., Ph.D. |
Chairman of the Board | October 2, 2013 | ||
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| Richard T. Collier | Director | |||
| * Shane Cooke |
Director | October 2, 2013 | ||
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| Christopher S. Henney, D.Sc., Ph.D. | Director | |||
| * Dennis J. Selkoe, M.D. |
Director | October 2, 2013 | ||
| *By: | /s/ Dale B. Schenk |
October 2, 2013 | ||||||
| Dale B. Schenk, Ph.D. Attorney-in-fact |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1(1) | Form of Underwriting Agreement | |
| 5.1 | Opinion of A&L Goodbody | |
| 23.1 | Consent of independent registered public accounting firm, KPMG LLP | |
| 23.2 | Consent of independent registered public accounting firm, KPMG | |
| 23.3 | Consent of A&L Goodbody (included in Exhibit 5.1) | |
| 24.1(2) | Powers of Attorney | |
| (1) | Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191218), originally filed with the Securities and Exchange Commission on September 17, 2013 and incorporated by reference herein. |
| (2) | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191218), originally filed with the Securities and Exchange Commission on September 17, 2013 and incorporated by reference herein. |