Attached files
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| EX-5.1 - EX-5.1 - KYTHERA BIOPHARMACEUTICALS INC | a12-6736_15ex5d1.htm |
| EX-23.1 - EX-23.1 - KYTHERA BIOPHARMACEUTICALS INC | a12-6736_15ex23d1.htm |
As filed with the Securities and Exchange Commission on October 10, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KYTHERA BIOPHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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2834 |
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03-0552903 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Primary Standard Industrial Classification Code Number) |
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(I.R.S. Employer Identification Number) |
27200 West Agoura Road, Suite 200
Calabasas, CA 91301
(818) 587-4500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Keith R. Leonard, Jr.
President and Chief Executive Officer
KYTHERA Biopharmaceuticals, Inc.
27200 West Agoura Road, Suite 200
Calabasas, CA 91301
(818) 587-4500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
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Alan C. Mendelson, Esq. Mark V. Roeder, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Telephone: (650) 328-4600 Facsimile: (650) 463-2600 |
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Keith L. Klein, Esq. General Counsel KYTHERA Biopharmaceuticals, Inc. 27200 West Agoura Road, Suite 200 Calabasas, CA 91301 Telephone: (818) 587-4500 Facsimile: (818) 587-4591 |
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Alan F. Denenberg, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 Telephone: (650) 750-2000 Facsimile: (650) 752-2111 |
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 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 333-181476
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. (Check one):
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Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered |
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Proposed maximum |
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Amount of |
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Common Stock, $0.00001 par value per share |
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$ |
7,360,000 |
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1,003.90 |
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(1) |
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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. 333-181476), is hereby registered. |
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(2) |
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Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended. |
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(3) |
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A registration fee of $9,884.25 was previously paid in connection with the initial filing of the related Registration Statement on Form S-1, as amended (File No. 333-181476). A total of $8,435.00 of such fee was used to pay the filing fee of such Registration Statement. The amount of the registration fee due hereunder is offset entirely by the remaining $1,449.25 previously paid. |
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 shares of common stock, par value $0.00001 per share, of KYTHERA Biopharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $7,360,000.00. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-181476), which was declared effective by the Securities and Exchange Commission on October 10, 2012, 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 Calabasas, California, on October 10, 2012.
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KYTHERA BIOPHARMACEUTICALS, INC. | |
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By: |
/s/ Keith R. Leonard, Jr. |
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Keith R. Leonard, Jr. |
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President and Chief Executive 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.
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Signature |
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Title |
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Date |
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/s/ Keith R. Leonard, Jr. |
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Director, President and Chief Executive Officer (Principal Executive Officer) |
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October 10, 2012 |
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Keith R. Leonard, Jr. |
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/s/ John W. Smither |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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October 10, 2012 |
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John W. Smither |
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* |
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Director |
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October 10, 2012 |
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Nathaniel David, Ph.D. |
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* |
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Director |
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October 10, 2012 |
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Dennis Fenton, Ph.D. |
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* |
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Director |
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October 10, 2012 |
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Hironori Hozoji |
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* |
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Director |
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October 10, 2012 |
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François Kress |
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* |
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Director |
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October 10, 2012 |
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Robert T. Nelsen |
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* |
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Director |
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October 10, 2012 |
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Camille Samuels |
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* |
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Director |
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October 10, 2012 |
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David Schnell, M.D. |
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* |
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Director |
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October 10, 2012 |
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Joseph L. Turner |
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*By: |
/s/ Keith R. Leonard, Jr. |
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Keith R. Leonard, Jr. |
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Attorney-in-fact |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1(1) |
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Form of Underwriting Agreement |
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5.1 |
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Opinion of Latham & Watkins LLP |
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23.1 |
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Consent of Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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24.1(2) |
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Powers of Attorney |
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(1) |
Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-181476), originally filed with the Securities and Exchange Commission on May 17, 2012 and incorporated by reference herein. |
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(2) |
Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-181476), originally filed with the Securities and Exchange Commission on May 17, 2012 and incorporated by reference herein. |