Attached files
file | filename |
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EX-5.1 - EX-5.1 - Textura Corp | a12-29375_16ex5d1.htm |
EX-23.2 - EX-23.2 - Textura Corp | a12-29375_16ex23d2.htm |
EX-23.3 - EX-23.3 - Textura Corp | a12-29375_16ex23d3.htm |
As filed with the Securities and Exchange Commission on June 6, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Textura Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of |
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7372 (Primary Standard Industrial |
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26-1212370 (I.R.S. Employer Identification |
1405 Lake Cook Road
Deerfield, IL 60015
(847) 457-6500
(Address, including zip code and telephone number, including area code,
of registrants principal executive offices)
Patrick J. Allin
Chief Executive Officer
1405 Lake Cook Road
Deerfield, IL 60015
(847) 457-6500
(Name, address, including zip code and telephone number, including area code,
of agent for service)
Copies to:
David A. Schuette Mayer Brown LLP 71 South Wacker Drive Chicago, IL 60606 (312) 782-0600 |
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Christopher D. Lueking Latham & Watkins LLP 233 South Wacker Drive, Suite 5800 Chicago, IL 60606 (312) 876-7700 |
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. x 333-187745
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. (Check One):
Large accelerated filer |
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Accelerated filer ¨ |
Non-accelerated filer |
x (Do not check if a smaller reporting company) |
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Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
Title of Securities Being Registered |
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Amount |
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Proposed |
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Proposed |
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Amount of |
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Common Stock $0.001 par value per share |
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575,000 |
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$15.00 |
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$8,625,000 |
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$1,177 |
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(1) Includes 75,000 shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(2) The Registrant is registering 575,000 shares pursuant to this Registration Statement, which shares are in addition to the 5,175,000 shares registered pursuant to the Form S-1 Registration Statement (File No. 333-187745).
(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Textura Corporation, a Delaware Corporation (the Registrant), is filing this Registration Statement on Form S-1 (this Registration Statement) with the Securities and Exchange Commission (the Commission). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-187745) (the Prior Registration Statement), which the Registrant originally filed with the Commission on April 5, 2013, and which the Commission declared effective on June 6, 2013.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 575,000 shares, 75,000 of which may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrants common stock. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.
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 Deerfield, State of Illinois, on this 6th day of June, 2013.
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TEXTURA CORPORATION | |
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By: |
/s/ Patrick J. Allin |
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Name: Patrick J. Allin |
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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.
Signature |
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Title |
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Date |
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/s/ Patrick J. Allin |
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
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June 6, 2013 |
Patrick J. Allin |
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* |
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Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer) |
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June 6, 2013 |
Jillian Sheehan |
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* |
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Director |
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June 6, 2013 |
Gregory J. Besio |
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* |
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Director |
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June 6, 2013 |
Matthew J. Botica |
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* |
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Director |
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June 6, 2013 |
Edward K. Chandler |
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* |
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Director |
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June 6, 2013 |
David Habiger |
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* |
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Director |
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June 6, 2013 |
R. Michael Murray, Jr. |
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* |
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Director |
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June 6, 2013 |
General Peter Pace |
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Signature |
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Title |
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Date |
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* |
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Director |
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June 6, 2013 |
David G. Patterson |
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* |
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Director |
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June 6, 2013 |
Robert P. Wayman |
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*By: |
/s/ Patrick J. Allin |
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Patrick J. Allin |
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Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit |
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Description | |
5.1 |
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Opinion of Mayer Brown LLP |
23.1 |
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Consent of Mayer Brown LLP (included in Exhibit 5.1) |
23.2 |
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Consent of PricewaterhouseCoopers LLP |
23.3 |
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Consent of PricewaterhouseCoopers LLP |
24.1* |
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Powers of Attorney |
* Filed as part of the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-187745) filed with the Commission on April 5, 2013