S-1MEF: A new registration statement filed under Rule 462(b) to add securities to a prior related effective registration statement filed on Form S-1
Published on November 12, 2014
As filed with the Securities and Exchange Commission on November 12, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AXALTA COATING SYSTEMS LTD.
(Exact name of registrant as specified in its charter)
Bermuda | 2851 | 98-1073028 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Two Commerce Square
2001 Market Street
Suite 3600
Philadelphia, Pennsylvania 19103
(855) 547-1461
(Address, including zip code, and telephone number, including area code, of the registrants principal executive offices)
Michael F. Finn
Senior Vice President and General Counsel
Axalta Coating Systems Ltd.
Two Commerce Square
2001 Market Street
Suite 3600
Philadelphia, Pennsylvania 19103
(855) 547-1461
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Patrick H. Shannon Jason M. Licht Latham & Watkins LLP 555 Eleventh Street, NW Washington, D.C. 20004 (202) 637-2200 |
Craig F. Arcella Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, NY 10019 (212) 474-1000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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 Registration No. 333-198271
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 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 | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of each class of securities to be registered |
Amount to be |
Proposed maximum offering price per share(2) |
Proposed offering price(2) |
Amount of registration fee(3) |
||||
Common Shares, $1.00 par value per share |
5,750,000 | $19.50 | $112,125,000 | $13,028.93 | ||||
|
||||||||
|
(1) | Includes common shares that may be sold to cover the exercise of an option to purchase additional shares granted to the underwriters. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
(3) | In accordance with Rule 462(b) promulgated under the Securities Act, 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. 333-198271) (the Initial Registration Statement), is hereby registered. The Registrant previously registered 51,750,000 Common Shares with a proposed maximum aggregate offering price of $1,086,750,000 on the Initial Registration Statement, which was declared effective on November 10, 2014, and for which a filing fee of $127,540.35 was previously paid. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purposes of registering 5,750,000 common shares, par value $1.00 per share, of Axalta Coating Systems Ltd. The contents of the Registration Statement on Form S-1, as amended (File No. 333-198271), which was initially filed on August 20, 2014, and which was declared effective by the Securities and Exchange Commission on November 10, 2014, including the exhibits thereto, are hereby incorporated by reference into this Registration Statement.
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, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, state of Pennsylvania, on November 12, 2014.
AXALTA COATING SYSTEMS LTD. | ||
By: | /s/ Charles W. Shaver |
|
Charles W. Shaver | ||
Chairman of the Board and Chief Executive 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 as of the dates indicated.
Signature |
Title |
Date |
||
/s/ Charles W. Shaver Charles W. Shaver |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
November 12, 2014 | ||
/s/ Robert W. Bryant Robert W. Bryant |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
November 12, 2014 | ||
/s/ Sean M. Lannon |
||||
Sean M. Lannon | Vice President and Global Controller (Principal Accounting Officer) |
November 12, 2014 | ||
* |
Director | November 12, 2014 | ||
Orlando A. Bustos | ||||
* |
Director | November 12, 2014 | ||
Robert M. McLaughlin | ||||
* |
Director | November 12, 2014 | ||
Andreas C. Kramvis | ||||
* |
Director | November 12, 2014 | ||
Martin W. Sumner | ||||
* |
Director | November 12, 2014 | ||
Wesley T. Bieligk | ||||
* |
Director | November 12, 2014 | ||
Gregor P. Böhm | ||||
* |
Director | November 12, 2014 | ||
Allan M. Holt | ||||
* |
Director | November 12, 2014 | ||
Gregory S. Ledford |
*By: | /s/ Robert W. Bryant |
|
Robert W. Bryant Attorney-in-fact |
EXHIBIT INDEX
EXHIBIT NO. |
DESCRIPTION OF EXHIBIT |
|
5.1 | Opinion of Conyers Dill & Pearman Pte. Ltd. | |
23.1 | Consent of Conyers Dill & Pearman Pte. Ltd. (included in Exhibit 5.1) | |
23.2 | Consent of PricewaterhouseCoopers LLP | |
24.1** | Powers of Attorney (included in the Registrants Registration Statement on Form S-1 (File No. 333-198271) filed with the Commission on August 20, 2014 and incorporated by reference herein) |
** | Previously filed. |