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EX-5.1 - EX-5.1 - MACROGENICS INCd677545dex51.htm
EX-23.1 - EX-23.1 - MACROGENICS INCd677545dex231.htm

As filed with the Securities and Exchange Commission on February 12, 2014

Registration Statement No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MACROGENICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   06-1591613

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

9640 Medical Center Drive

Rockville, MD 20850

(301) 251-5172

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

 

 

Scott Koenig, M.D., Ph.D.

President and Chief Executive Officer

9640 Medical Center Drive

Rockville, MD 20850

(301) 251-5172

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

 

 

Copies to:

 

Richard E. Baltz

Arnold & Porter LLP

555 12th Street NW

Washington, DC 20004-1206

(202) 942-5000

 

Steven D. Singer

Lisa Firenze

Wilmer Cutler Pickering Hale and Dorr LLP

7 World Trade Center
New York, NY 10007

(212) 230-8000

 

 

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    333-193648

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

 

Number of

Shares to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share(2)

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, $0.01 par value per share

  575,000   $36.50   $20,987,500   $2,704

 

 

(1) Includes shares that the underwriters have the option to purchase to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(c) of the Securities Act of 1933.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of MacroGenics, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-193648), which was declared effective by the Commission on February 12, 2014, are incorporated in this registration statement 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Rockville, State of Maryland, on February 12, 2014.

 

MACROGENICS, INC.
By:  

/s/ Scott Koenig

  Scott Koenig, M.D., Ph.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, 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/ Scott Koenig

Scott Koenig, M.D., Ph.D.

  

President and CEO and Director (Principal Executive Officer)

  February 12, 2014

/s/ James Karrels 

James Karrels

  

Vice President, Chief Financial Officer and Secretary (Principal Financial Officer)

  February 12, 2014

/s/ Lynn Cilinski

Lynn Cilinski

  

Vice President, Controller and Treasurer (Principal Accounting Officer)

  February 12, 2014

*

Paulo Costa

  

Director

  February 12, 2014

* 

Kenneth Galbraith

  

Director

  February 12, 2014

* 

Edward Hurwitz

  

Director

  February 12, 2014

* 

Eran Nadav, Ph.D.

  

Director

  February 12, 2014

* 

Arnold Oronsky, Ph.D.

  

Director

  February 12, 2014

* 

Michael Steinmetz, Ph.D.

  

Director

  February 12, 2014

 

*By:  

/s/ Scott Koenig

  Scott Koenig, M.D., Ph.D., Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5.1    Opinion of Arnold & Porter LLP
23.1    Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm
23.2    Consent of Arnold & Porter LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-193648) filed with the Commission on January 30, 2014.