Attached files
As filed with the Securities and Exchange Commission on May 28, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GenMark Diagnostics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 3841 | 27-2053069 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
757 S. Raymond Avenue
Pasadena, CA 91105
(626) 463-2000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Jon Faiz Kayyem, Ph.D.
President and Chief Executive Officer
GenMark Diagnostics, Inc.
757 S. Raymond Avenue
Pasadena, CA 91105
(626) 463-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael S. Kagnoff, Esq. Jeffrey C. Thacker, Esq. DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, CA 92121 Tel: (858) 677-1400 Fax: (858) 677-1401 |
David B. Miller, Esq. Jason Day, Esq. Faegre & Benson LLP 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402 Tel: (612) 766-7000 Fax: (612) 766-1600 |
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 333-165562
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 x (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 Offering Price Per Share |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share |
115,000 | $6.00 | $690,000 | $49.20(2) | ||||
(1) | Includes the additional shares of common stock that are issuable upon exercise of the underwriters over-allotment option. |
(2) | Previously paid. |
The registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with 462(b) under the Securities Act of 1933 as amended. |
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of additional shares of common stock of GenMark Diagnostics, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-165562), initially filed by GenMark with the Securities and Exchange Commission on March 19, 2010, as amended by Amendment No. 1 thereto filed on April 20, 2010, Amendment No. 2 thereto filed on May 13, 2010, Amendment No. 3 thereto filed on May 21, 2010, Amendment No. 4 thereto filed on May 25, 2010 and Amendment No. 5 thereto filed on May 28, 2010, and which was declared effective on May 28, 2010, including the exhibits thereto, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All exhibits filed with or incorporated by reference in Registration Statement No. 333-165562 are incorporated by reference into, and shall be deemed a part of this Registration Statement, except the following which are filed herewith:
Exhibit Number |
Description | |
5.1 | Opinion of DLA Piper LLP (US) | |
23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | |
23.2 | Consent of Deloitte & Touche LLP (US) | |
23.3 | Consent of Deloitte LLP (UK) | |
24.1 | Power of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S-1 of the Registrant (File No. 333-165562)). |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Pasadena, California, on May 28, 2010.
GENMARK DIAGNOSTICS, INC. | ||
By: | /s/ JON FAIZ KAYYEM, PH.D. | |
Name: Jon Faiz Kayyem, Ph.D. | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.
Signature |
Title |
Date | ||||
/s/ JON FAIZ KAYYEM, PH.D Jon Faiz Kayyem, Ph.D |
President and Chief Executive Officer (Principal Executive Officer) |
May 28, 2010 | ||||
/s/ STEVEN KEMPER Steven Kemper |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 28, 2010 | ||||
* Christopher Gleeson |
Chairman of the Board |
May 28, 2010 | ||||
* Daryl J. Faulkner |
Director |
May 28, 2010 | ||||
* Kevin C. OBoyle |
Director |
May 28, 2010 |
*by: | /S/ JON FAIZ KAYYEM | |||
Jon Faiz Kayyem Attorney-in-fact |
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