Attached files
file | filename |
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EX-5.1 - EX-5.1 - Select Interior Concepts, Inc. | d530311dex51.htm |
EX-3.2 - EX-3.2 - Select Interior Concepts, Inc. | d530311dex32.htm |
As filed with the U.S. Securities and Exchange Commission on July 25, 2018
Registration No. 333-226101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SELECT INTERIOR CONCEPTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 1520 | 47-4640296 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
4900 East Hunter Avenue
Anaheim, California 92807
(714) 701-4200
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Tyrone Johnson
Chief Executive Officer
Select Interior Concepts, Inc.
4900 East Hunter Avenue
Anaheim, California 92807
(714) 701-4200
(Address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Mark J. Kelson, Esq. William Wong, Esq. Greenberg Traurig, LLP 1840 Century Park East, Suite 1900 Los Angeles, California 90067 Tel: (310) 586-7700 Fax: (310) 586-7800 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this 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, 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, 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(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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth 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 | ☐ | |||
Emerging growth company | ☑ |
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(3)(4) | ||||
Class A Common Stock, par value $0.01 per share |
25,614,626 | $13.75 | $352,201,108 | $43,850 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement includes any additional shares of common stock that may become issuable from time to time as a result of any stock split, stock dividend, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of the Registrants outstanding common stock. |
(2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The Registrants Class A Common Stock is currently not listed on any securities exchange or over-the counter market. Shares of the Registrants Class A Common Stock sold and issued in a private offering and private placement that closed in November 2017 are eligible for trading on the FBR Plus System. To the Registrants knowledge, the last sale price per share of Class A Common Stock that was reported on the FBR Plus System on April 6, 2018 was $13.75. |
(3) | Calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended. |
(4) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-226101) is being filed solely for the purposes of amending the disclosures in Items 15 and 16 of Part II of the Registration Statement, and filing Exhibits 3.2, 5.1 and 23.3, which Exhibits shall replace Exhibits 3.2, 5.1, and 23.3, respectively, filed as part of the initial filing of the Registration Statement (as previously filed with the U.S. Securities Exchange Commission on July 9, 2018).
No changes or additions are being made hereby to the preliminary prospectus constituting Part I of the Registration Statement or to Items 13, 14, or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus constituting Part I of the Registration Statement and Items 13, 14, and 17 of Part II of the Registration Statement have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Recent | Sales of Unregistered Securities. |
We were incorporated as a Delaware corporation in June 2015, and in November 2017 we were restructured pursuant to certain corporate transactions (which we refer to as the Restructuring Transactions). Immediately prior to the Restructuring Transactions, Trive Capital Fund I (Offshore) LP, a stockholder holding greater than 10% of our common stock as of the date of this Registration Statement, held all of our issued and outstanding common stock. Upon the filing and effectiveness pursuant to the DGCL of our Amended and Restated Certificate of Incorporation, each share of our common stock issued and outstanding immediately prior to the effectiveness of our Amended and Restated Certificate of Incorporation was automatically converted into 4,190.302 shares of our Class B common stock (which resulted in an aggregate of 4,190,302 shares of Class B common stock). In addition, as part of the of Restructuring Transactions, certain former equityholders of Residential Design Services, LLC (f/.k/a TCFI LARK LLC) (which we were refer to as RDS) and Architectural Surfaces Group, LLC (f/k/a TCFI G&M LLC) (which we refer to as ASG) contributed a portion of the outstanding equity interests in each of RDS and ASG to us, and in exchange therefor, we issued an aggregate of 5,053,810 shares of our Class B common stock to such equityholders of RDS and ASG. We believe that the issuances of shares of our Class B common stock as part of the Restructuring Transactions were exempt from the registration requirements of the Securities Act of 1933, as amended (which we refer to as the Securities Act), in reliance upon Section 4(2) of the Securities Act.
On November 22, 2017, we completed a private offering and private placement pursuant to which we issued 18,750,000 shares of our Class A common stock, and on December 20, 2017, we issued an additional 3,000,000 shares of our Class A Common Stock pursuant to the exercise of the option granted by us to B. Riley FBR, Inc., as the initial purchaser and placement agent thereunder, in each case at an offering price of $12.00 per share (which we refer to as the November 2017 private offering and private placement). Some of the shares of our Class A common stock offered and sold by us in the November 2017 private offering and private placement were reoffered and resold by B. Riley FBR, Inc., as the initial purchaser, to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance upon Rule 144A under the Securities Act, or to certain persons outside the United States in offshore transactions in reliance upon Regulation S under the Securities Act. The remainder of the shares of our Class A common stock offered and sold by us in the November 2017 private offering and private placement were offered and sold pursuant to a private placement, subject to various conditions, directly to accredited investors, as defined in Rule 501 under the Securities Act, with B. Riley FBR, Inc. acting as placement agent, pursuant to Rule 506 of Regulation D under the Securities Act. We received net proceeds from the November 2017 private offering and private placement of approximately $240.5 million. The aggregate initial purchasers/placement agents discount and placement fee was $18,270,000. We believe that the issuances of shares of our Class A common stock in the November 2017 private offering and private placement were exempt from the registration requirements of the Securities Act in reliance upon Section 4(2) of the Securities Act, or Regulation D, Rule 144A or Regulation S under the Securities Act, based upon the representations to us or B. Riley FBR, Inc. by each investor or investor transferee that such investor or investor transferee was at the time of such issuance an accredited investor as defined in Rule 501(a) under the Securities Act, a qualified institutional investor as defined in Rule 144A under the Securities Act, or a non-US person within the meaning of, and otherwise was in compliance with the requirements for reliance on, Regulation S under the Securities Act, as the case may be.
From November 22, 2017 through July 24, 2018, we issued to certain of our directors, officers, employees, and other service providers an aggregate of 1,301,441 shares of restricted stock under the Select Interior Concepts, Inc. 2017 Incentive Compensation Plan. The issuances of the above referenced securities were exempt from the registration requirements of the Securities Act in reliance upon Section 4(2) of the Securities Act or Rule 701 under the Securities Act as transactions by an issuer not involving any public offering or transactions pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The
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recipients of such securities were certain of our directors, officers, employees, and other bona fide service providers, and they received such securities under the 2017 Incentive Compensation Plan.
Item 16. Exhibits. | |
(a) The following exhibits are filed as part of this Registration Statement and are numbered in accordance with Item 601 of Regulation S-K:
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* | Previously filed as part of the initial filing of this Registration Statement (previously filed with the SEC on July 9, 2018). |
| Management contract or compensatory plan or arrangement. |
(b) | Financial Statement Schedules: |
Financial statement schedules have been omitted because the information required to be set forth therein is not applicable or is included in the consolidated financial statements or related notes.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Anaheim, State of California, on July 25, 2018.
SELECT INTERIOR CONCEPTS, INC. | ||
By: |
/s/ Tyrone Johnson | |
Tyrone Johnson Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Tyrone Johnson Tyrone Johnson |
Chief Executive Officer and Director (Principal Executive Officer) |
July 25, 2018 | ||
/s/ Kendall R. Hoyd Kendall R. Hoyd |
Chief Financial Officer (Principal Financial Officer) |
July 25, 2018 | ||
* Christopher Zugaro |
Chairman of the Board of Directors |
July 25, 2018 | ||
* Donald F. McAleenan |
Director |
July 25, 2018 | ||
* Robert Scott Vansant |
Director |
July 25, 2018 | ||
* Brett G. Wyard |
Director |
July 25, 2018 |
* By: | /s/ Tyrone Johnson | |
Tyrone Johnson, Attorney-In-Fact |