Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - LPL Financial Holdings Inc. | b80825meexv5w1.htm |
| EX-23.2 - EX-23.2 - LPL Financial Holdings Inc. | b80825meexv23w2.htm |
As filed with the
Securities and Exchange Commission on November 17,
2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
LPL Investment Holdings
Inc.
(Exact name of registrant as
specified in its charter)
| Delaware | 6200 | 20-3717839 | ||
|
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
One Beacon Street, Boston, MA
02108
(617) 423-3644
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
Mark S. Casady
Stephanie L. Brown
LPL Investment Holdings
Inc.
One Beacon Street, Boston, MA
02108
(617) 423-3644
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
|
Julie H. Jones, Esq. Keith F. Higgins, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 Telephone (617) 951-7000 Fax (617) 951-7050 |
William F. Gorin, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Telephone (212) 225-2000 Fax (212) 225-3999 |
Approximate date of commencement of proposed sale to
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, as amended (the
“Securities Act”), check the following
box. o
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. þ 333-167325
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. o
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. o
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. (Check one):
|
Large accelerated
filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
| (Do not check if a smaller reporting company) | ||||||
CALCULATION OF
REGISTRATION FEE
|
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||
|
Title of Each Class of |
Amount to be |
Offering Price |
Aggregate |
Registration |
||||||||
| Securities to be Registered | Registered | Per Share | Offering Price(2) | Fee | ||||||||
|
Common Stock, $0.001 par value per share
|
47,035(1) | $30 | $1,411,050 | $100.61 | ||||||||
| (1) | Includes shares of common stock issuable upon exercise of an option to purchase additional shares granted to underwriters. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act, based on an estimate of the proposed maximum aggregate offering price. |
EXPLANATORY NOTE
AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, par value
$0.001 per share, of LPL Investment Holdings Inc., a
Delaware corporation, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the earlier
registration statement on
Form S-1
(File
No. 333-167325),
which was declared effective by the Commission on
November 17, 2010, are incorporated in this registration
statement by reference.
The required opinions and consents are listed on an Exhibit
Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, The Commonwealth of
Massachusetts, on the 17th day of November, 2010.
LPL Investment Holdings Inc.
| By: |
/s/ Mark
S. Casady
|
Mark S. Casady
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
|
Signature
|
Title
|
Date
|
||||
|
* Mark S. Casady |
Chief Executive Officer and Chairman (Principal Executive Officer) | November 17, 2010 | ||||
|
* Robert J. Moore |
Chief Financial Officer and Treasurer (Principal Financial Officer) |
November 17, 2010 | ||||
|
* Thomas D. Lux |
Chief Accounting Officer (Principal Accounting Officer) |
November 17, 2010 | ||||
|
* John J. Brennan |
Director | November 17, 2010 | ||||
|
* Richard W. Boyce |
Director | November 17, 2010 | ||||
|
* James S. Putnam |
Director, Vice Chairman | November 17, 2010 | ||||
|
* Erik D. Ragatz |
Director | November 17, 2010 | ||||
|
* James S. Riepe |
Director | November 17, 2010 | ||||
|
* Richard P. Schifter |
Director | November 17, 2010 | ||||
|
Signature
|
Title
|
Date
|
||||
|
* Jeffrey E. Stiefler |
Director | November 17, 2010 | ||||
|
* Allen R. Thorpe |
Director | November 17, 2010 | ||||
| *By: |
/s/ Mark
S. Casady Mark S. Casady Attorney-in-fact |
|||||
EXHIBIT
INDEX
|
Exhibit |
||||
|
No.
|
Description
|
|||
| 5 | .1 | Opinion of Ropes & Gray LLP | ||
| 23 | .1 | Consent of Ropes & Gray LLP (included in Exhibit 5.1) | ||
| 23 | .2 | Consent of Deloitte & Touche LLP | ||
| 24 | .1* | Powers of Attorney | ||
| * | Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-167325) filed with the Commission on June 4, 2010. |