Attached files
file | filename |
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EX-23.2 - EX-23.2 - COLUMBUS MCKINNON CORP | d32709dex232.htm |
EX-23.1 - EX-23.1 - COLUMBUS MCKINNON CORP | d32709dex231.htm |
EX-5.1 - EX-5.1 - COLUMBUS MCKINNON CORP | d32709dex51.htm |
As filed with the Securities and Exchange Commission on April 29, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COLUMBUS McKINNON CORPORATION
(Exact name of registrant as specified in its charter)
New York | 3531 | 16-0547600 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
205 Crosspoint Parkway
Buffalo, New York 14068
(716) 689-5400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Alan S. Korman
Vice President Corporate Development, General Counsel and Chief Human Resources Officer
Columbus McKinnon Corporation
205 Crosspoint Parkway
Buffalo, New York 14068
(716) 689-5400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Craig M. Fischer, Esq. Robert J. Olivieri, Esq. Hodgson Russ LLP The Guaranty Building 140 Pearl Street, Suite 100 Buffalo, New York 14202-4040 (716) 856-4000 |
David Azarkh, 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 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. ☒ File No. 333-255375
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 definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | 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 of Securities to be Registered |
Proposed Maximum Offering Price |
Proposed Maximum Offering Price(1)(2) |
Amount of Registration Fee | ||||
Common Stock, par value $.01 |
| | $34,500,000 | $3,763.95 | ||||
| ||||||||
|
(1) | Calculated pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended, for the purpose of determining the registration fee, which includes additional shares of common stock of the registrant that the underwriters have the option to purchase. |
(2) | The registrant previously registered securities on a Registration Statement on Form S-1 (File No. 333-255375), which was declared effective by the Securities and Exchange Commission on April 29, 2021. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $34,500,000 are hereby registered, which includes additional shares of common stock of the registrant that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 (the 462(b) Registration Statement) is being filed pursuant to Rule 462(b) (Rule 462(b)) under the Securities Act of 1933, as amended, for the purpose of registering an additional $34,500,000 worth of shares of common stock, par value $0.01 per share (Common Stock), of Columbus McKinnon Corporation (the Registrant), a New York corporation. This 462(b) Registration Statement relates to a public offering of shares of Common Stock contemplated by the Registration Statement on Form S-1 (File No. 333-255375), which was initially filed on April 20, 2021, and which, as amended, was declared effective by the Securities and Exchange Commission (the Commission) on April 29, 2021 (together with all exhibits and the power of attorney incorporated by reference therein, the Prior Registration Statement). Pursuant to Rule 462(b), the contents of the Prior Registration Statement are hereby incorporated by reference into this 462(b) Registration Statement and shall be deemed part of this Rule 462(b) Registration Statement. This Rule 462(b) Registration Statement includes the registration statement facing page, this page, including an exhibit index, the signature page, an opinion of counsel regarding the legality of the Common Stock being registered and a related consent, and the consents of the Registrants independent registered public accounting firms.
The Registrant hereby (i) undertakes to pay the Commission the filing fee set forth on the cover page of this Rule 462(b) Registration Statement by a wire transfer of such amount as soon as practicable (but no later than the close of business on April 30, 2021) and (ii) certifies that it has sufficient funds in the relevant account to cover the amount of such filing fee.
EXHIBIT INDEX
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 the Town of Amherst, State of New York on April 29, 2021.
COLUMBUS McKINNON CORPORATION | ||||
By: | /s/ Gregory P. Rustowicz | |||
Name: Gregory P. Rustowicz | ||||
Title: Vice President and Chief Financial Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
* Richard H. Fleming |
Chairman of the Board | April 29, 2021 | ||
* David J. Wilson |
Director, President and Chief Executive Officer (Principal Executive Officer) |
April 29, 2021 | ||
* Gregory P. Rustowicz |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
April 29, 2021 | ||
* Nicholas T. Pinchuk |
Director | April 29, 2021 | ||
* Liam G. McCarthy |
Director | April 29, 2021 | ||
* Heath A. Mitts |
Director | April 29, 2021 | ||
* Kathryn V. Roedel |
Director | April 29, 2021 | ||
* Aziz S. Aghili |
Director | April 29, 2021 | ||
* Jeanne Beliveau-Dunn |
Director | April 29, 2021 |
*By: | /s/ Alan S. Korman | |
Alan S. Korman | ||
Attorney-in-fact |