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EX-23.3 - EXHIBIT 23.3 - AdaptHealth Corp.tm2022169d8_ex23-3.htm
EX-23.2 - EXHIBIT 23.2 - AdaptHealth Corp.tm2022169d8_ex23-2.htm
EX-23.1 - EXHIBIT 23.1 - AdaptHealth Corp.tm2022169d8_ex23-1.htm

As filed with the Securities and Exchange Commission on July 1, 2020

Registration No. 333- 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ADAPTHEALTH CORP.

(Exact Name of Registrant as Specified in Its Charter)

  

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  8082
(Primary Standard Industrial
Classification Code Number)
  82-3677704
(I.R.S. Employer
Identification Number)

  

220 West Germantown Pike, Suite 250 

Plymouth Meeting, PA 19462 

(610) 630-6357 

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

  

Christopher Joyce 

General Counsel 

220 West Germantown Pike, Suite 250 

Plymouth Meeting, PA 19462 

(610) 630-6357 

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

  

Copies to:

 

Steven Gartner

Michael Brandt

Danielle Scalzo

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Telephone: (212) 728-8000

Marc Jaffe 

Ian Schuman 

Latham & Watkins LLP 

885 Third Avenue 

New York, New York 10022 

Telephone: (212) 906-1200

 

 

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, 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. 333-239515

 

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 x Non-accelerated filer ¨

Smaller reporting company x 

Emerging growth company x 

 

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    

Proposed maximum

aggregate
offering price(1)
 

 

Amount of

registration fee(2) 

Class A Common Stock, par value $0.0001 per share     $16,646,250   $2,160.68

 

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Includes additional shares of Class A common stock that the underwriters have the option to purchase.

 

(2) The registration fee is calculated in accordance with Rule 457(o) under the Securities Act, based on the proposed maximum aggregate offering price. The registrant previously registered securities with a proposed maximum offering price of $125,953,750 and paid a filing of $16,348.00 for the Registration Statement on Form S-1 (File No. 333-239515), which was declared effective on June 30, 2020.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act.

 

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EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

 

AdaptHealth Corp., a Delaware corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of additional shares of Class A Common Stock, par value $0.0001 per share, of the Registrant. This Registration Statement relates to the public offering of securities contemplated by the earlier registration statement on Form S-1 (File No. 333-239515) (the “Prior Registration Statement”), which the Commission declared effective on June 30, 2020. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the maximum aggregate offering price by $16,646,250, which represents no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

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INDEX TO EXHIBITS

 

Exhibit No.    
   
5.1*   Opinion of Willkie Farr & Gallagher LLP
23.1   Consent of KPMG LLP
23.2   Consent of Grant Thornton LLP
23.3   Consent of RSM US LLP
23.4*   Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1)
24.1*   Power of Attorney

 

* Previously filed with the Registrant’s Registration Statement on Form S-1 (File No. 333-239515), filed with the Securities and Exchange Commission on June 29, 2020 and incorporated by reference herein.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, AdaptHealth Corp. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plymouth Meeting, State of Pennsylvania, on this July 1, 2020.

     
  AdaptHealth Corp.
 
  By:

/s/ Luke McGee

Luke McGee
Chief Executive Officer and Director 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities set forth opposite their names and on the date indicated above.

 

  Signature Title Date
       
By:

/s/ Luke McGee 

Luke McGee

 

Chief Executive Officer and Director (Principal Executive Officer) July 1, 2020
       
By:

Gregg Holst 

Chief Financial Officer (Principal Financial and Accounting Officer) July 1, 2020
       
By:

Richard Barasch 

Chairman of the Board July 1, 2020
       
By:

Joshua Parnes 

President and Director July 1, 2020
       
By:

Alan Quasha 

Director July 1, 2020
       
By:

Terence Connors 

Director July 1, 2020
       
By:

Dr. Susan Weaver 

Director July 1, 2020
       
By:

Dale Wolf 

Director July 1, 2020

 

*By: /s/ Luke McGee   
  Luke McGee Attorney-in-fact   

  

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