Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - ASPEN AEROGELS INC | d627478dex51.htm |
EX-23.1 - EX-23.1 - ASPEN AEROGELS INC | d627478dex231.htm |
As filed with the Securities and Exchange Commission on June 12, 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
Aspen Aerogels, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 3990 | 04-3559972 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
30 Forbes Road, Building B
Northborough, Massachusetts 01532
(508) 691-1111
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Donald R. Young
President and Chief Executive Officer
Aspen Aerogels, Inc.
30 Forbes Road, Building B
Northborough, Massachusetts 01532
(508) 691-1111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sahir Surmeli, Esq. Thomas R. Burton, III, Esq. John T. Rudy, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 (617) 542-6000 |
John F. Fairbanks Vice President, Chief Financial Officer and Treasurer Aspen Aerogels, Inc. 30 Forbes Road, Building B Northborough, Massachusetts 01532 (508) 691-1111 |
Roxane F. Reardon, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
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 File No. 333-195523
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 |
Amount to be |
Proposed Maximum |
Proposed Maximum |
Amount of | ||||
Common Stock, par value $0.00001 per share |
958,333 |
$11.00 |
$10,541,663 |
$1,358 |
(1) | Represents only the additional number of shares of common stock being registered hereby, all of which are shares that may be purchased by the underwriters upon the exercise of their option to purchase additional shares, if any. Does not include 7,666,667 shares of common stock that the Registrant previously registered on the registration statement on Form S-1 (File No. 333-195523). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended. The registrant previously registered securities at an aggregate offering price not to exceed $122,666,672 on a Registration Statement on Form S-1 (File No. 333-195523), which was declared effective by the Securities and Exchange Commission on June 12, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $10,541,663 is hereby registered, all of which are shares issuable upon the exercise of the underwriters option to purchase additional shares. |
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 BY REFERENCE
This registration statement on Form S-1 relates to the public offering of common stock of Aspen Aerogels, Inc. contemplated by the registration statement on Form S-1 (File No. 333-195523), as amended, filed by Aspen Aerogels, Inc. with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act, which was declared effective by the Commission on June 12, 2014 (the Prior Registration Statement). This registration statement is filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, solely to increase the number of shares of common stock to be offered in the public offering by 958,333 shares, all of which are shares that may be purchased by the underwriters upon the exercise of their option to purchase additional shares, if any. The contents of the Prior Registration Statement, including all exhibits thereto, are hereby incorporated by reference herein.
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 Northborough, Commonwealth of Massachusetts, on June 12, 2014.
ASPEN AEROGELS, INC. | ||
By: | /s/ Donald R. Young | |
Donald R. Young President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Donald R. Young Donald R. Young |
President, Chief Executive Officer and Director (principal executive officer) | June 12, 2014 | ||
/s/ John F. Fairbanks John F. Fairbanks |
Vice President, Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) | June 12, 2014 | ||
* Mark L. Noetzel |
Chairman of the Board | June 12, 2014 | ||
* P. Ramsay Battin |
Director |
June 12, 2014 | ||
* Robert M. Gervis |
Director |
June 12, 2014 | ||
* Craig A. Huff |
Director |
June 12, 2014 | ||
* Steven R. Mitchell |
Director |
June 12, 2014 | ||
* David J. Prend |
Director |
June 12, 2014 | ||
* Richard F. Reilly |
Director |
June 12, 2014 |
*By: | /s/ Donald R. Young | June 12, 2014 | ||||||||||||||||
Donald R. Young, Attorney-in-fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
23.1 | Consent of KPMG LLP. | |
23.2 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1). | |
24.1* | Power of Attorney. |
* Included on the signature page to the Registrants registration statement on Form S-1 (File No. 333-195523), filed with the Securities and Exchange Commission on April 28, 2014, and incorporated by reference herein.