Attached files
| file | filename |
|---|---|
| EX-5.1 - Green Brick Partners, Inc. | v208372_ex5-1.htm |
| EX-23.1 - Green Brick Partners, Inc. | v208372_ex23-1.htm |
As
filed with the Securities and Exchange Commission on January 20,
2011
|
Registration No.
333-
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOFUEL
ENERGY CORP.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
2869
(Primary
Standard Industrial
Classification
Code Number)
|
20-5952523
(I.R.S.
Employer
Identification
Number)
|
1600
Broadway, Suite 2200
Denver,
CO 80202
Telephone:
(303) 640-6500
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Mark
L. Zoeller
1600
Broadway, Suite 2200
Denver,
CO 80202
Telephone:
(303) 640-6500
(Name,
address, including zip code, and telephone number, including area code, of
agents for
service)
Copies
to:
Craig
F. Arcella
Cravath,
Swaine & Moore LLP
825
Eighth Avenue
New
York, NY 10019
Telephone:
(212) 474-1000
Fax: (212)
474-3700
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. x
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. x
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting 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 x
|
_____________________________________
CALCULATION
OF REGISTRATION FEE
|
Title
of class of
|
|
Proposed
|
Proposed
maximum
|
|||||||||||||
|
securities
to be
|
Amount
to be
|
maximum
offering
|
aggregate
offering
|
Amount
of
|
||||||||||||
|
registered
|
registered
|
price
per unit
|
price
|
registration
fee(3)
|
||||||||||||
|
Subscription
rights to purchase depositary shares
|
1,948 | (1) | (1) | (1) | ||||||||||||
|
Depositary
shares representing interests in Series A Non-Voting Convertible Preferred
Stock
|
1,948 | $ | 0.56 | $ | 1,090.88 | $ | 0.13 | |||||||||
|
Common
stock, $0.01 par value per share
|
1,948 | (2) | (2) | (2) | ||||||||||||
(1) Pursuant
to Rule 457(g) of the Securities Act of 1933, as amended, no separate
registration fee is required for the subscription rights, since they are being
registered in the same registration statement as the depositary shares
underlying the subscription rights.
(2) The
depositary shares are, by virtue of the conversion rate of the Series A
Non-Voting Convertible Preferred Stock in which they represent interests and the
depositary arrangements, effectively convertible into shares of common stock on
a one-for-one basis. Pursuant to Rule 457(i) of the Securities Act of
1933, as amended, where convertible securities and the securities into which
conversion is offered are registered at the same time, the registration fee is
to be calculated on the basis of the proposed offering price of the convertible
securities alone.
|
This
Registration Statement shall become effective upon filing 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 is being filed with respect to the
registration of additional subscription rights to purchase depositary shares,
additional depositary shares representing interests in series A non-voting
convertible preferred stock and additional shares of common stock, $0.01 par
value per share, of BioFuel Energy Corp., a Delaware corporation (the
“Company”), pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, as a result of the rounding up of fractional subscription rights as
described in the Company’s Registration Statement on Form S-1, as amended
(Registration No. 333-169982), initially filed by the Company on October 18,
2010 and declared effective by the Securities and Exchange Commission on
December 17, 2010 (the “Registration Statement”). The contents of the
Registration Statement are incorporated into this registration statement 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. 333-169982 are incorporated by
reference into, and shall be deemed part of, this registration statement, except
the following, which are filed herewith.
|
Number
|
Description
|
|
|
5.1
|
Opinion
of Cravath, Swaine & Moore LLP
|
|
|
23.1
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
|
|
|
23.2
|
Consent
of Cravath, Swaine & Moore LLP (contained in Exhibit
5.1)
|
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 Denver, Colorado, on January 20,
2011.
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 indicated
on January 20, 2011.
|
Signature
|
Title
|
|
|
/s/ Scott H. Pearce
|
President,
Chief Executive Officer and Director
|
|
|
Scott
H. Pearce
|
(Principal
Executive Officer)
|
|
|
/s/ Kelly G. Maguire
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
|
|
|
Kelly
G. Maguire
|
||
|
*
|
|
Director,
Chairman of the Board
|
|
Mark
W. Wong
|
||
|
*
|
Director
|
|
|
Elizabeth
K. Blake
|
||
|
*
|
Director
|
|
|
David
Einhorn
|
|
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Signature
|
Title
|
|
|
*
|
Director
|
|
|
Richard
I. Jaffee
|
||
|
*
|
Director
|
|
|
John
D. March
|
||
|
*
|
Director
|
|
|
Ernest
J. Sampias
|
|
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*By:
|
/s/
Scott H. Pearce
|
||
|
Name:
|
Scott
H. Pearce
|
||
|
Title:
|
Attorney-in-Fact
|
||
EXHIBIT
INDEX
|
Number
|
Description
|
|
|
5.1
|
Opinion
of Cravath, Swaine & Moore LLP
|
|
|
23.1
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
|
|
|
23.2
|
Consent
of Cravath, Swaine & Moore LLP (contained in Exhibit
5.1)
|