Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - PORTOLA PHARMACEUTICALS INC | d542064dex51.htm |
EX-23.1 - EX-23.1 - PORTOLA PHARMACEUTICALS INC | d542064dex231.htm |
As filed with the Securities and Exchange Commission on May 21, 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
Portola Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 20-0216859 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
270 E. Grand Avenue
South San Francisco, CA 94080
(650) 246-7300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
William Lis
Chief Executive Officer
Portola Pharmaceuticals, Inc.
270 E. Grand Avenue
South San Francisco, CA 94080
(650) 246-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
Kenneth L. Guernsey Sally A. Kay Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111 (415) 693-2000 |
Bruce K. Dallas Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-187901)
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 x | (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (1)(2) |
Proposed Maximum Aggregate Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share |
1,751,171 |
$14.50 | $25,391,980 | $3,464 | ||||
| ||||||||
|
(1) | Includes 228,413 shares that the underwriters have the option to purchase to cover over-allotments, if any. |
(2) | The Registrant is registering 1,751,171 shares pursuant to this Registration Statement, which shares are in addition to the 7,935,000 shares registered pursuant to the Form S-1 Registration Statement (Registration No. 333-187901). |
(3) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 relating to the public offering of common stock of Portola Pharmaceuticals, Inc. contemplated by the Registration Statement on Form S-1 (File No. 333-187901), as amended (the Prior Registration Statement) is filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, solely to increase the number of shares to be offered in the public offering by 1,751,171 shares, including 228,413 shares that may be sold pursuant to an over-allotment option granted to the underwriters. The contents of the Prior Registration Statement, including all exhibits thereto, which was declared effective by the Securities and Exchange Commission on May 21, 2013, are hereby incorporated by reference.
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 South San Francisco, State of California, on May 21, 2013.
PORTOLA PHARMACEUTICALS, INC. | ||
By: | /s/ William Lis | |
William Lis | ||
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/ William Lis William Lis |
Chief Executive Officer and Director (Principal Executive Officer) |
May 21, 2013 | ||
/s/ Mardi C. Dier Mardi C. Dier |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 21, 2013 | ||
/s/ Hollings C. Renton* Hollings C. Renton |
Co-chairman of the Board of Directors | May 21, 2013 | ||
/s/ Charles J. Homcy, M.D.* Charles J. Homcy, M.D. |
Co-chairman of the Board of Directors | May 21, 2013 | ||
/s/ Jean-Jacques Bienaimé* Jean-Jacques Bienaimé |
Director | May 21, 2013 |
Signature |
Title |
Date | ||
/s/ Jeffrey W. Bird, M.D., Ph.D.* Jeffrey W. Bird, M.D., Ph.D. |
Director | May 21, 2013 | ||
/s/ Robert M. Califf, M.D.* Robert M. Califf, M.D. |
Director | May 21, 2013 | ||
/s/ Farah H. Champsi* Farah H. Champsi |
Director | May 21, 2013 | ||
/s/ Nicholas G. Galakatos, Ph.D.* Nicholas G. Galakatos, Ph.D. |
Director | May 21, 2013 | ||
/s/ Jean M. George* Jean M. George |
Director | May 21, 2013 | ||
/s/ Russell C. Hirsch, M.D., Ph.D.* Russell C. Hirsch, M.D., Ph.D. |
Director | May 21, 2013 | ||
/s/ Peggy V. Phillips* Peggy V. Phillips |
Director | May 21, 2013 | ||
/s/ James N. Topper, M.D., Ph.D.* James N. Topper, M.D., Ph.D. |
Director | May 21, 2013 | ||
/s/ H. Ward Wolff* H. Ward Wolff |
Director | May 21, 2013 |
* Pursuant to Power of Attorney | ||
By: | /s/ Mardi C. Dier | |
Mardi C. Dier | ||
Senior Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
5.1 | Opinion of Cooley LLP. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
24.1# | Power of Attorney. |
# | Included on the signature page of Registration Statement on Form S-1 (File No. 333-187901), filed with the Securities and Exchange Commission on Apri1 12, 2013 and incorporated herein by reference. |