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EX-5.1 - EX-5.1 - MARRONE BIO INNOVATIONS INCd578217dex51.htm
EX-23.1 - EX-23.1 - MARRONE BIO INNOVATIONS INCd578217dex231.htm

As filed with the Securities and Exchange Commission on August 1, 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

 

 

Marrone Bio Innovations, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   2870   20-5137161
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

2121 Second St. Suite A-107

Davis, CA 95618

(530) 750-2800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Pamela G. Marrone, Ph.D.

President and Chief Executive Officer

Marrone Bio Innovations, Inc.

2121 Second St. Suite A-107

Davis, CA 95618

(530) 750-2800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Charles S. Farman, Esq.

John W. Campbell, Esq.

Alfredo B. D. Silva, Esq.

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Tel: (415) 268-7000

Fax: (415) 268-7522

 

Christopher M. Kelly, Esq.

Boris Dolgonos, Esq.

Jones Day

222 East 41st Street

New York, NY 10017

Tel: (212) 326-3939

Fax: (212) 755-7306

 

 

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  333-189753

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.

 

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)

 

Proposed

Maximum

Offering Price

per Share(2)

 

Proposed

Maximum
Aggregate

Offering Price(2)

  Amount of
Registration Fee(3)

Common stock, $0.00001 par value

  632,500   $12.00   $7,590,000   $1,035.28

 

 

 

(1) Represents only the additional number of shares being registered and includes 82,500 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-189753).
(2) Calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended. Based on the public offering price per share.
(3) The registrant previously paid filing fees of $11,199.81 in connection with previous filings of its registration statement on Form S-1 (File No. 333-189753).

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register an additional 632,500 shares of the registrant’s common stock, par value $0.00001 per share. The contents of the Registration Statement on Form S-1 (Registration No. 333-189753), including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on August 1, 2013, are incorporated by reference in this Registration Statement.

CERTIFICATION

The registrant hereby certifies to the Securities and Exchange Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at Mellon Bank as soon as practicable (but no later than the close of business as of August 2, 2013), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than August 2, 2013.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we have duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davis, State of California, on August 1, 2013.

 

MARRONE BIO INNOVATIONS, INC.
/S/    PAMELA G. MARRONE        

Pamela G. Marrone

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

      

TITLE

     

DATE

/S/    PAMELA G. MARRONE        

Pamela G. Marrone

     President and Chief Executive
Officer (Principal Executive Officer)
    August 1, 2013

/S/    DONALD J. GLIDEWELL        

Donald J. Glidewell

    

Chief Financial Officer

(Principal Financial Officer and
Principal Accounting Officer)

   

August 1, 2013

*

Elin Miller

    

Chair of the Board

   

August 1, 2013

*

Ranjeet Bhatia

     Director    

August 1, 2013

*

Tim Fogarty

     Director    

August 1, 2013

*

Lawrence Hough

     Director    

August 1, 2013

*

Joseph Hudson

     Director    

August 1, 2013

*

Richard Rominger

     Director    

August 1, 2013

*

Shaugn Stanley

     Director    

August 1, 2013

*By:   /S/    PAMELA G. MARRONE        
 

Pamela G. Marrone

Attorney-In-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  5.1    Opinion of Morrison & Foerster LLP
23.1    Consent of Independent Registered Public Accounting Firm
23.2    Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included as part of the signature page)

 

* Incorporated by reference to the registrant’s Registration Statement on Form S-1 (File No. 333-189753).