Attached files
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EX-5.1 - EX-5.1 - IVERIC bio, Inc. | a14-3645_7ex5d1.htm |
EX-23.1 - EX-23.1 - IVERIC bio, Inc. | a14-3645_7ex23d1.htm |
As filed with the Securities and Exchange Commission on February 11, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPHTHOTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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2834 |
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20-8185347 |
(State or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial Classification Code Number) |
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(I.R.S. Employer Identification No.) |
One Penn Plaza, 19th Floor
New York, New York 10119
(212) 845-8200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
David R. Guyer, M.D.
Chief Executive Officer
Ophthotech Corporation
One Penn Plaza, 19th Floor
New York, New York 10119
(212) 845-8200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David E. Redlick, Esq. Brian A. Johnson, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center, 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8800 Fax: (212) 230-8888 |
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Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Fax: (212) 701-5800 |
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. o
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 333-193681.
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.
Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
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(Do not check if a smaller |
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities To Be Registered |
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Proposed Maximum |
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Amount of |
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Common Stock, $0.001 par value per share |
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13,800,000 |
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1,778 |
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(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the offering price of additional shares that the underwriters have the option to purchase.
(2) Calculated pursuant to Rule 457(o) 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, $0.001 par value per share, of Ophthotech Corporation, a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $13,800,000.00. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-193681), which was declared effective by the Securities and Exchange Commission on February 11, 2014, are incorporated in this registration statement by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
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 the City of New York, State of New York, on this 11th day of February, 2014.
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OPHTHOTECH CORPORATION | |
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By: |
/s/ DAVID R. GUYER |
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David R. Guyer, M.D. |
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Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
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 held on the dates indicated.
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/s/ DAVID R. GUYER |
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Chief Executive Officer and Chairman of the |
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February 11, 2014 |
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David R. Guyer, M.D. |
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Board of Directors (principal executive officer) |
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/s/ SAMIR C. PATEL |
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President and Vice Chairman of the Board of |
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February 11, 2014 |
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Samir C. Patel, M.D. |
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Directors |
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/s/ BRUCE PEACOCK |
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Chief Financial and Business Officer (principal |
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February 11, 2014 |
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Bruce Peacock |
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financial and accounting officer) |
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* |
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Director |
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February 11, 2014 |
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Axel Bolte |
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Director |
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February 11, 2014 |
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Thomas Dyrberg, M.D., D.M.Sc. |
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Director |
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February 11, 2014 |
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Nicholas Galakatos, Ph.D. |
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Director |
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February 11, 2014 |
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Michael Ross, Ph.D. |
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Director |
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February 11, 2014 |
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Glenn Sblendorio |
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*By: |
/s/ DAVID R. GUYER |
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Director |
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David R. Guyer, M.D. |
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Attorney-in-Fact |
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EXHIBIT INDEX
Exhibit |
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Description of Exhibit |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
23.1 |
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Consent of Ernst & Young LLP, independent registered public accounting firm |
23.2 |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
24.1* |
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Power of Attorney (included on signature page) |
* Filed as Exhibit 24.1 to the registrants Registration Statement on Form S-1 (333-193681) filed with the Securities and Exchange Commission on January 31, 2014.