Attached files
file | filename |
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EX-5.1 - EX-5.1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a13-22319_15ex5d1.htm |
EX-8.1 - EX-8.1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a13-22319_15ex8d1.htm |
EX-23.1 - EX-23.1 - ROYAL HAWAIIAN ORCHARDS, L.P. | a13-22319_15ex23d1.htm |
As filed with the Securities and Exchange Commission on January 14, 2014
Registration No. 333-[ ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROYAL HAWAIIAN ORCHARDS, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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2421 |
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99-0248088 |
(State or other jurisdiction of |
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(Primary Standard Industrial |
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(IRS Employer |
688 Kinoole Street, Suite 121
Hilo, Hawaii 96720
(808) 969-8032
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jon Y. Miyata
688 Kinoole Street, Suite 121
Hilo, Hawaii 96720
(808) 747-8471
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Wanda J. Abel
Davis, Graham & Stubbs LLP
1550 Seventeenth Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared 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. x
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 File No. 333-192112
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 Securities Exchange Act of 1934, as amended. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o |
Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered (1) |
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Amount to be |
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Maximum offering |
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Proposed |
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Amount of |
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Depositary Units representing Class A Units of Limited Partnership Interests |
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600,000 |
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$ |
2.55 |
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$ |
1,530,000 |
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$ |
197.06 |
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Subscription rights to purchase Depositary Units representing Class A Units of Limited Partnership Interests (5) |
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600,000 |
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$ |
0 |
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(1) |
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This registration statement relates to (a) the non-transferable subscription rights to Depositary Units representing Class A units of limited partnership interests, and (b) the Depositary Units representing Class A Depositary Units deliverable upon the exercise of the subscription rights. |
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(2) |
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Based on the public offering price. The registrant previously registered 3,000,000 securities on a Registration Statement on Form S-1 (File No. 333-192112), which was declared effective by the Securities and Exchange Commission on January 14, 2014. In accordance with Rule 462(b) under the Securities Act of 1933, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under such earlier Registration Statement is hereby registered. |
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(3) |
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Represents the gross proceeds from the sale of Depositary Units representing Class A units assuming the exercise of all subscription rights to be distributed. |
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(4) |
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Pursuant to rule 457(p) of the Securities Act of 1933, all of this registration fee is being offset against the remaining unused registration fee of $1,089.97 associated with a Registration Statement Form S-1 filed by Royal Hawaiian Orchards, L.P. on April 4, 2012 (File No. 333-180558), which was withdrawn prior to the sale of any securities. |
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(5) |
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The non-transferable subscription rights are being issued without consideration. Pursuant to Rule 457(g) under the Securities Act of 1933, no separate registration fee is payable with respect to the rights being registered, because the rights are being registered in the same registration statement as the Depositary Units representing Class A units issuable upon exercise of the subscription rights. |
This registration statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 (this 462(b) Registration Statement) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering 600,000 depositary units representing Class A units of limited partnership interests (Units) and non-transferable subscription rights to purchase such Units of Royal Hawaiian Orchards, L.P., a Delaware limited partnership. This 462(b) Registration Statement relates to a public offering of Units and subscription rights contemplated by the Registration Statement on Form S-1 (File No. 333-192112), which was initially filed on November 6, 2013, and which, as amended, was declared effective by the Securities and Exchange Commission on January 14, 2014. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-192112), including all exhibits thereto and the power of attorney related thereto, are hereby incorporated by reference into this 462(b) Registration Statement.
The required opinions and consents are listed on an exhibit index attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The exhibits and financial statement schedules filed as part of this registration statement are as follows:
(a) List of Exhibits
See the Exhibit Index filed as part of this registration statement.
(b) Financial Statement Schedules
No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.
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 Hilo, Hawaii, on this 14th day of January, 2014.
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ROYAL HAWAIIAN ORCHARDS, L.P. | ||
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(Registrant) | ||
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By: |
ROYAL HAWAIIAN RESOURCES, INC. | |
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(Managing General Partner) | |
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By: |
/s/ SCOTT C. WALLACE |
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Scott C. Wallace |
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Principal Executive Officer |
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By: |
/s/ JON Y. MIYATA |
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Jon Y. Miyata |
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Chief Accounting Officer |
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Principal Financial Officer |
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Principal Accounting 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 |
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Title |
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Date |
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/s/ SCOTT C. WALLACE |
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President and Chief Executive Officer |
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January 14, 2014 |
Scott C. Wallace |
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/s/ JON Y. MIYATA |
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Chief Accounting Officer |
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January 14, 2014 |
Jon Y. Miyata |
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/s/ JOHN KAI* |
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Director |
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January 14, 2014 |
John Kai |
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/s/ JAMES S. KENDRICK* |
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Director |
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January 14, 2014 |
James S. Kendrick |
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/s/ E. ALAN KENNETT* |
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Director |
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January 14, 2014 |
E. Alan Kennett |
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/s/ BRADFORD C. NELSON* |
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Director |
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January 14, 2014 |
Bradford C. Nelson |
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/s/ BARRY W. BLANK* |
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Director |
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January 14, 2014 |
Barry W. Blank |
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* By: |
/s/ JON Y. MIYATA |
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Jon Y. Miyata, Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit |
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Description |
5.1 |
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Opinion of Davis Graham & Stubbs LLP regarding legality |
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8.1 |
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Opinion of Davis Graham & Stubbs LLP regarding tax matters |
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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 Davis Graham & Stubbs LLP (included in Exhibits 5.1 and 8.1) |
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24.1 |
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Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-192112) filed with the Securities and Exchange Commission on November 6, 2013, and incorporated by reference herein) |