Attached files

file filename
EX-23.1 - EX-23.1 - ARATANA THERAPEUTICS, INC.d665723dex231.htm
EX-5.1 - EX-5.1 - ARATANA THERAPEUTICS, INC.d665723dex51.htm
EX-23.2 - EX-23.2 - ARATANA THERAPEUTICS, INC.d665723dex232.htm
EX-23.3 - EX-23.3 - ARATANA THERAPEUTICS, INC.d665723dex233.htm
EX-5.2 - EX-5.2 - ARATANA THERAPEUTICS, INC.d665723dex52.htm

As filed with the Securities and Exchange Commission on January 29, 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

 

 

ARATANA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   38-3826477
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

1901 Olathe Boulevard

Kansas City, KS 66103

(913) 951-2132

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

 

 

Steven St. Peter, M.D.

President and Chief Executive Officer

Aratana Therapeutics, Inc.

1901 Olathe Boulevard

Kansas City, KS 66103

(913) 951-2132

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

 

 

Copies to:

 

Peter N. Handrinos, Esq.

B. Shayne Kennedy, Esq.

Latham & Watkins LLP

John Hancock Tower, 20th Floor

200 Clarendon Street

Boston, MA 02116

(617) 948-6000

  

Donald J. Murray, Esq.

Eric W. Blanchard, Esq.

Covington & Burling LLP

The New York Times Building

620 Eighth Avenue

New York, NY 10018

(212) 841-1000

 

 

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, 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 Registration No. 333-193324

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 (Do not check if a smaller reporting company) x   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)(3)
  Amount of
registration
fee (4)(5)

Common Stock, $0.001 par value per share

 

1,150,000

  $18.70   $21,505,000   $2,770

 

(1) Includes 150,000 shares that the underwriters have the option to purchase.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
(3) In accordance with Rule 462(b) promulgated under the Securities Act, 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. 333-193324), is hereby registered.
(4) Calculated pursuant to Rule 457(c) based on an estimate of the proposed maximum aggregate offering price. The Registrant previously registered 6,325,000 shares of Common Stock with a proposed maximum aggregate offering price of $119,605,750 on a Registration Statement on Form S-1 (File No. 333-193324), as amended, which was declared effective on January 28, 2014, and for which a filing fee of $15,406 was previously paid.
(5) The Registrant certifies to the Securities and Exchange Commission that it has instructed its bank to pay the Commission the filing fee set forth above for the additional securities being registered hereby by wire transfer as soon as practicable (but in any event no later than the close of business on January 29, 2014), that it will not revoke such instructions, and that it has sufficient funds in such account to cover the amount of such filing fee.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.


EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock, par value $0.001 per share, of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-193324), initially filed with the Commission by the Registrant on January 13, 2014 (as amended, the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.

The required opinions 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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Kansas, on this 29th day of January, 2014.

 

ARATANA THERAPEUTICS, INC.

By:

  /s/ Steven St. Peter
 

Steven St. Peter, M.D.

President and 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 held on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Steven St. Peter

Steven St. Peter, M.D.

  

President, Chief Executive Officer and Director

    (principal executive officer)

  January 29, 2014

/s/ Craig A. Tooman

Craig A. Tooman

  

Chief Financial Officer

(principal financial and accounting officer)

  January 29, 2014

*

Jay Lichter, Ph.D.

  

Chairman of the Board of Directors

  January 29, 2014

*

Robert “Rip” Gerber

  

Director

  January 29, 2014

*

Ronald L. Meeusen, Ph.D.

  

Director

  January 29, 2014

*

Linda Rhodes, V.M.D., Ph.D.

  

Director and Chief Scientific Officer

  January 29, 2014

*

John Vander Vort, Esq.

  

Director

  January 29, 2014

*

Wendy L. Yarno

  

Director

  January 29, 2014

 

* By:   /s/ Steven St. Peter
 

Steven St. Peter

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
Number

 

Description of Exhibit

5.1   Opinion of Latham & Watkins LLP
5.2   Opinion of Polsinelli PC
23.1   Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
23.2   Consent of Squar, Milner, Peterson, Miranda & Williamson, LLP, Independent Registered Public Accounting Firm
23.3   Consent of Deloitte Bedrijfsrevisoren/Reviseurs d’Entreprises, Independent Auditors
23.4   Consent of Latham & Watkins LLP (included in Exhibit 5.1)
23.5   Consent of Polsinelli PC (included in Exhibit 5.2)
24.1(1)   Power of Attorney

 

(1) Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-193324), initially filed with the Securities and Exchange Commission on January 13, 2014 and incorporated by reference herein.