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EX-23.1 - EX-23.1 - Atkore Inc.d366743dex231.htm

As filed with the U.S. Securities and Exchange Commission on February 16, 2017

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Atkore International Group Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   3699   90-0631463

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

16100 South Lathrop Avenue

Harvey, Illinois 60426

(708) 339-1610

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

 

 

Daniel S. Kelly, Esq.

Vice President—General Counsel and Secretary

Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

(708) 339-1610

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

 

 

with copies to:

 

Paul M. Rodel, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

 

Marc D. Jaffe, Esq.

Wesley C. Holmes, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1200

 

 

Approximate date of commencement of proposed sale of the securities 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:  ☑ 333-215970

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)    Smaller reporting company  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities

to be Registered

  Amount to be
Registered(1)
  Proposed Maximum
Aggregate Offering
Price Per Share(1)(2)
  Proposed Maximum
Aggregate Offering
Price(1)(2)
  Amount of
Registration Fee

Common stock, par value $0.01 per share

 

1,150,000

  $25.00   $28,750,000   $3,332

 

(1) This amount is in addition to the 9,200,000 shares registered under the registration statement originally declared effective on February 16, 2017 (File No. 333-215970), and includes shares/offering price of shares that may be sold upon exercise of the underwriters’ option to purchase additional shares.
(2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed by Atkore International Group Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register an additional number of shares of the Company’s common stock, par value $0.01 per share. The Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-215970), originally filed on February 8, 2017 and as amended (including the exhibits thereto), which was declared effective on February 16, 2017 by the U.S. Securities and Exchange Commission (the “Commission”).

CERTIFICATION

The Company hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on February 17, 2017), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during regular business hours on February 17, 2017.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Atkore International Group Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Illinois on February 16, 2017.

 

ATKORE INTERNATIONAL GROUP INC.
By:  

/s/ Daniel S. Kelly

  Name:   Daniel S. Kelly
  Title:   Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on February 16, 2017 by the following persons in the capacities indicated.

 

Signature

  

Title

*

Philip W. Knisely

  

Director and Chairman of the Board

*

John P. Williamson

  

President and Chief Executive Officer, Director

(Principal Executive Officer)

*

James A. Mallak

  

Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

*

James G. Berges

  

Director

*

Jeri L. Isbell

  

Director

*

Scott H. Muse

  

Director

*

Nathan K. Sleeper

  

Director

*

William VanArsdale

  

Director

*

A. Mark Zeffiro

  

Director

*

J.L. Zrebiec

  

Director

 

*By:  

/s/ Daniel S. Kelly

 

Daniel S. Kelly

as Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit

Number

  

Exhibit Description

5.1    Opinion of Debevoise & Plimpton LLP (filed as Exhibit 5.1 to the Registration Statement on Form S-1 of the Company (File No. 333-215970) and incorporated herein by reference).
23.1    Consent of Deloitte & Touche LLP.
23.2    Consent of Debevoise & Plimpton LLP (included in their opinion filed as Exhibit 5.1 to the Registration Statement on Form S-1 of the Company (File No. 333-215970) and incorporated herein by reference).
24.1    Powers of Attorney (contained on the signature pages to the Registration Statement on Form S-1 of the Company (File No. 333-215970) and incorporated herein by reference).