Attached files
| file | filename |
|---|---|
| EX-23.1 - EX-23.1 - Catalent, Inc. | d884217dex231.htm |
As filed with the Securities and Exchange Commission on March 3, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Catalent, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 20-8737688 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
14 Schoolhouse Road
Somerset, New Jersey 08873
(732) 537-6200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Steven L. Fasman, Esq.
Senior Vice President, General Counsel and Secretary
Catalent, Inc.
14 Schoolhouse Road
Somerset, New Jersey 08873
(732) 537-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
| Edward P. Tolley III, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 |
Michael Benjamin, Esq. Merritt Johnson, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 Telephone: (212) 848-4000 Facsimile: (212) 848-7179 |
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the 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: ¨
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. 333-202189
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. ¨
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| 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(1)(2) |
Amount of registration fee(3) | ||||
| Common stock, $0.01 par value per share |
4,255,000 | $29.50(2) | $125,522,500 | $14,585.71 | ||||
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| (1) | Includes shares subject to the underwriters’ option to purchase additional shares. |
| (2) | In accordance with Rule 462(b) under the Securities Act of 1933, as amended, 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 the related Registration Statement on Form S-1 (File No. 333-202189), as amended is hereby registered. |
| (3) | Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
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 on Form S-1 is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Catalent, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-202189), as amended, which was declared effective by the Commission on March 3, 2015.
| Exhibit Number |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP (incorporated by reference to Exhibit 5.1 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-202189) filed with the Commission on March 2, 2015). | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included on the signature page to the Registrant’s Registration on Form S-1 (File No. 333-202189) filed with the Commission on February 20, 2015 and incorporated herein by reference). | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Somerset, State of New Jersey, on the 3rd day of March, 2015.
| CATALENT, INC. | ||
| By: | /s/ Steven L. Fasman | |
| Name: | Steven L. Fasman | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on March 3, 2015.
| Signature |
Capacity | |
| * John Chiminski |
President and Chief Executive Officer and Director (Principal Executive Officer) | |
| * Chinh E. Chu |
Chairman of the Board of Directors | |
| * Melvin D. Booth |
Director | |
| * Rolf Classon |
Director | |
| * Bruce McEvoy |
Director | |
| * James Quella |
Director | |
| * Jack Stahl |
Director | |
| * Matthew Walsh |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| * By: | /s/ Steven L. Fasman | |
| Name: | Steven L. Fasman | |
| Title: | Attorney-in-Fact |