Attached files

file filename
EX-5.1 - EX-5.1 - PRECIGEN, INC.d580459dex51.htm
EX-23.1 - EX-23.1 - PRECIGEN, INC.d580459dex231.htm
EX-23.2 - EX-23.2 - PRECIGEN, INC.d580459dex232.htm
EX-23.4 - EX-23.4 - PRECIGEN, INC.d580459dex234.htm
EX-23.3 - EX-23.3 - PRECIGEN, INC.d580459dex233.htm
EX-23.5 - EX-23.5 - PRECIGEN, INC.d580459dex235.htm

As filed with the Securities and Exchange Commission on August 7, 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

 

 

Intrexon Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   8731   26-0084895

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

Telephone: (301) 556-9900

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

 

 

Randal J. Kirk

Chairman of the Board, President and Chief Executive Officer

Intrexon Corporation

222 Lakeview Avenue

Suite 1400

Palm Beach, Florida 33401

Telephone: (561) 855-7831

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

 

 

 

    Copies to:    

John Owen Gwathmey

David I. Meyers

Troutman Sanders LLP

1001 Haxall Point

Richmond, Virginia 23219

Telephone: (804) 697-1200

 

Donald P. Lehr

Chief Legal Officer

Intrexon Corporation

20374 Seneca Meadows Parkway

Germantown, Maryland 20876

Telephone: (301) 556-9809

 

Mitchell S. Bloom

Michael H. Bison

Michael D. Maline

Goodwin Procter LLP

Exchange Place

Boston, Massachusetts 02109

Telephone: (617) 570-1000

 

 

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, as amended (the “Securities Act”), 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 333-189853

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

 

Proposed

Maximum

Aggregate

Offering Price

  Amount of
Registration Fee(2)

Common stock, no par value

 

1,916,665

  $16.00   $30,666,640   $4,183

 

 

(1)   Represents only the additional number of shares being registered and includes 249,999 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-189853).
(2)   The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $153,333,328 on a Registration Statement on Form S-1 (File No. 333-189853), which was declared effective by the Securities and Exchange Commission on August 7, 2013. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $16.00 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

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 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-189853) filed by Intrexon Corporation with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on August 7, 2013, are 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 Blacksburg, Commonwealth of Virginia, on August 7, 2013.

 

INTREXON CORPORATION
By:  

/S/    RANDAL J. KIRK        

 

Randal J. Kirk

Chief Executive Officer and Chairman of the Board of Directors

 

 

Signature   Title   Date

 

/S/    RANDAL J. KIRK        

Randal J. Kirk

 

Chief Executive Officer and Chairman of the Board of Directors

(Principal Executive Officer)

  August 7, 2013

/S/    RICK STERLING         

Rick Sterling

 

Chief Financial Officer

(Principal Accounting and Financial Officer)

  August 7, 2013

*

Cesar L. Alvarez

  Director   August 7, 2013

*

Steven Frank

  Director   August 7, 2013

*

Larry D. Horner

  Director   August 7, 2013

*

Jeffrey B. Kindler

  Director   August 7, 2013

*

Dean J. Mitchell

  Director   August 7, 2013

*

Thomas D. Reed

  Chief Science Officer and Director   August 7, 2013

*

Robert B. Shapiro

  Director   August 7, 2013
 

 

*By:  

/s/    RANDAL J. KIRK        

  Randal J. Kirk
  Attorney-in-fact

 

II-1


Exhibit index

 

Exhibit
number

  

Description of exhibit

  5.1    Opinion of Troutman Sanders LLP
23.1    Consent of PricewaterhouseCoopers LLP
23.2    Consent of PricewaterhouseCoopers LLP
23.3    Consent of PricewaterhouseCoopers LLP
23.4    Consent of McGladrey LLP
23.5    Consent of Caturano and Company, Inc.
23.6    Consent of Troutman Sanders LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on signature page)

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-189853), originally filed with the Securities and Exchange Commission on July 9, 2013 and incorporated by reference herein.