Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - Molycorp, Inc. | d79548exv5w1.htm |
EX-23.1 - EX-23.1 - Molycorp, Inc. | d79548exv23w1.htm |
EX-23.4 - EX-23.4 - Molycorp, Inc. | d79548exv23w4.htm |
EX-23.3 - EX-23.3 - Molycorp, Inc. | d79548exv23w3.htm |
Table of Contents
As filed
with the Securities and Exchange Commission on February 11, 2011
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SECURITIES ACT OF 1933
Molycorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1000 | 27-2301797 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
(303) 843-8040
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Suite 1000
Greenwood Village, Colorado 80111
(303) 843-8040
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Mark A. Smith
President and Chief Executive Officer
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
President and Chief Executive Officer
5619 Denver Tech Center Parkway
Suite 1000
Greenwood Village, Colorado 80111
(303) 843-8040
(Name, address, including zip code, and telephone number, including area code, of agent for service)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John F. Ashburn, Jr., Esq. Executive Vice President and General Counsel 5619 Denver Tech Center Parkway Suite 1000 Greenwood Village, Colorado 80111 Tel: (303) 843-8040 Fax: (303) 843-8082 |
Christopher M. Kelly, Esq. Michael J. Solecki, Esq. Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114 Tel: (216) 586-3939 Fax: (216) 579-0212 |
Michael Kaplan, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 |
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.
o
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. þ 333-171827
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. o
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. o
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.
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Title of Each Class of | Proposed Maximum | Amount of | ||||||
Securities to be Registered | Aggregate Offering Price (1) | Registration Fee(2) | ||||||
Series A Mandatory Convertible Preferred
Stock, par value $0.001 per share (3) |
$34,500,000 | $4,005.45 | ||||||
Common Stock, par value $0.001 per share (4) |
$5,692,500 | $660.90 | ||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. | |
(2) | Calculated pursuant to Rule 457(o) under the Securities Act of 1933 based on an estimate of the maximum aggregate offering price. | |
(3) | In accordance with Rule 457(i) under the Securities Act of 1933, this Registration Statement also registers the shares of our common stock that are initially issuable upon conversion of the Series A mandatory convertible preferred stock registered hereby. The number of shares of our common stock issuable upon such conversion is subject to adjustment upon the occurrence of certain events described herein and will vary based on the public offering price of our common stock at the time of conversion. Pursuant to Rule 416 under the Securities Act of 1933, the number of shares of our common stock to be registered includes an indeterminable number of shares of common stock that may become issuable upon conversion of the Series A mandatory convertible preferred stock as a result of such adjustments. | |
(4) | Represents an estimate of the maximum amount of dividends that could be payable in the form of common stock on outstanding shares of the Series A mandatory convertible preferred stock in accordance with the terms thereof. |
This Registration Statement shall become effective upon filing with the Commission in
accordance with Rule 462(b) under the Securities Act of 1933.
TABLE OF CONTENTS
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
EX-5.1 | ||||||||
EX-23.1 | ||||||||
EX-23.3 | ||||||||
EX-23.4 |
Table of Contents
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Molycorp, Inc., a Delaware
corporation (the Company), pursuant to Rule 462(b) under the
Securities Act of 1933. The contents of the Companys
Registration Statement on Form S-1, as amended (Registration No.
333-171827), initially filed by the Company on January 24, 2011 and declared effective by the
Securities and Exchange Commission on February 10, 2011 and all exhibits thereto, are incorporated
by reference into this Registration Statement in their entirety and are deemed to be a part of this
Registration Statement.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
Table of Contents
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 Greenwood Village, Colorado, on the 10th day of February, 2011.
MOLYCORP, INC. |
||||
By: | /s/ Mark A. Smith | |||
Mark A. Smith | ||||
President 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 on the dates indicated.
Signature | Title | Date | ||
/s/
Mark A. Smith
|
President and Chief
Executive Officer and Director (Principal Executive Officer) |
February 10, 2011 | ||
*
|
Chief Financial Officer | February 10, 2011 | ||
(Principal Financial
Officer and Principal Accounting Officer) |
||||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
*
|
Director | February 10, 2011 | ||
* | The undersigned by signing his name hereto does sign and execute this registration statement on Form S-1 pursuant to the Power of Attorney executed by the above-named directors and officers of the registrant, which is being filed herewith on behalf of such directors and officers. |
By: |
/s/ Mark A. Smith | |||
Table of Contents