Attached files

file filename
EX-5.1 - OPINION OF DAVIS POLK & WARDWELL LLP - TerraVia Holdings, Inc.dex51.htm
EX-23.1 - CONSENT OF DELOITTE & TOUCHE LLP - TerraVia Holdings, Inc.dex231.htm

As filed with the Securities and Exchange Commission on May 26, 2011

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Solazyme, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2860   33-1077078
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

225 Gateway Boulevard

South San Francisco, CA 94080

(650) 780-4777

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

 

 

Jonathan S. Wolfson

Chief Executive Officer

Solazyme, Inc.

225 Gateway Boulevard

South San Francisco, CA 94080

(650) 780-4777

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

 

 

Copies to:

 

Alan F. Denenberg

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

(650) 752-2000

 

Jeffrey D. Saper

Allison B. Spinner

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

 

 

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  333-172790 

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   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(2)

 

Proposed

Maximum

Aggregate

Offering Price(2)

 

Amount Of

Registration Fee

Common Stock, par value $0.001 per share

  1,150,000   $18.00   $20,700,000   $2,403.27
 
 

 

(1) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-172790).
(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

 

 

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

 

 


Incorporation by Reference of Registration Statement on Form S-1, File No. 333-172790

Solazyme, Inc. (the “Company”) hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-172790) declared effective on May 26, 2011 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

Exhibits

The following documents are filed as exhibits to this Registration Statement.

 

Exhibit Number

  

Description

  5.1

   Opinion of Davis Polk & Wardwell LLP

23.1

   Consent of Deloitte & Touche LLP

23.2

   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

25.1

   Powers of Attorney (included on signature page of and exhibits 24.1, 24.2 and 24.3 to the Registration Statement on Form S-1, File No. 333-172790)


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 South San Francisco, State of California, on this 26th day of May, 2011.

 

SOLAZYME, INC.
By:  

  /s/ Tyler W. Painter

  Name: Tyler W. Painter
  Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ Jonathan S. Wolfson

Jonathan S. Wolfson

 

Chief Executive Officer and Director

(Principal Executive Officer)

  May 26, 2011

/s/ Tyler W. Painter

Tyler W. Painter

 

Chief Financial Officer (Principal

Financial and Accounting Officer)

  May 26, 2011

*

Michael V. Arbige

  Director   May 26, 2011

*

Ian T. Clark

  Director   May 26, 2011

*

Harrison F. Dillon

 

Director, President and Chief Technology

Officer

  May 26, 2011

*

Jerry Fiddler

  Chairman of the Board   May 26, 2011

*

William D. Lese

  Director   May 26, 2011

*

Ann Mather

  Director   May 26, 2011

*

Daniel H. Miller

  Director   May 26, 2011

 

*By:  

/s/ Tyler W. Painter

  Attorney-in-fact


EXHIBITS

 

Exhibit Number

  

Description

5.1

   Opinion of Davis Polk & Wardwell LLP

23.1

   Consent of Deloitte & Touche LLP

23.2

   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

25.1

   Powers of Attorney (included on signature page of and exhibits 24.1, 24.2 and 24.3 to the Registration Statement on Form S-1, File No. 333-172790)