Attached files
file | filename |
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EX-10.38 - EX-10.38 - Signify Health, Inc. | d12124dex1038.htm |
EX-10.37 - EX-10.37 - Signify Health, Inc. | d12124dex1037.htm |
EX-10.25 - EX-10.25 - Signify Health, Inc. | d12124dex1025.htm |
EX-10.7 - EX-10.7 - Signify Health, Inc. | d12124dex107.htm |
EX-10.5 - EX-10.5 - Signify Health, Inc. | d12124dex105.htm |
EX-10.4 - EX-10.4 - Signify Health, Inc. | d12124dex104.htm |
EX-10.3 - EX-10.3 - Signify Health, Inc. | d12124dex103.htm |
EX-10.2 - EX-10.2 - Signify Health, Inc. | d12124dex102.htm |
EX-10.1 - EX-10.1 - Signify Health, Inc. | d12124dex101.htm |
EX-3.2 - EX-3.2 - Signify Health, Inc. | d12124dex32.htm |
EX-3.1 - EX-3.1 - Signify Health, Inc. | d12124dex31.htm |
EX-1.1 - EX-1.1 - Signify Health, Inc. | d12124dex11.htm |
As filed with the Securities and Exchange Commission on February 1, 2021
Registration No. 333-252231
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Signify Health, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 8082 | 85-3481223 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
800 Connecticut Avenue
Norwalk, CT 06854
(203) 541-4600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Kyle Armbrester
Chief Executive Officer
Signify Health, Inc.
800 Connecticut Avenue
Norwalk, CT 06854
(203) 541-4600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Shane Tintle Deanna L. Kirkpatrick Davis
Polk & Wardwell LLP |
Joseph H. Kaufman Ryan R. Bekkerus Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
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. ☐
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, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
| ||||
Title of Each Class of Securities to Be Registered |
Proposed Maximum |
Amount of Registration Fee(1)(3) | ||
Class A common stock, par value $0.01 per share |
$100,000,000 | $10,910 | ||
| ||||
|
(1) | Includes additional shares of Class A common stock which the underwriters have the option to purchase to cover over-allotments. |
(2) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. |
(3) | Previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Signify Health, Inc. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-252231) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this registration statement:
* | To be filed by amendment |
** | Previously filed. |
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 Norwalk, State of Connecticut, on the 1st day of February, 2021.
Signify Health, Inc. | ||||
By: | /s/ Kyle Armbrester | |||
Name: | Kyle Armbrester | |||
Title: | Chief Executive Officer |
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 | ||
* |
Chairman | February 1, 2021 | ||
Matthew S. Holt | ||||
/s/ Kyle Armbrester |
Chief Executive Officer and Director (principal executive officer) |
February 1, 2021 | ||
Kyle Armbrester | ||||
* |
President, Chief Financial and Administrative Officer (principal financial officer) |
February 1, 2021 | ||
Steven Senneff | ||||
* |
Chief Accounting Officer (principal accounting officer) |
February 1, 2021 | ||
Laurence Orton | ||||
* |
Director | February 1, 2021 | ||
Taj J. Clayton | ||||
* |
Director | February 1, 2021 | ||
Brandon H. Hull | ||||
* |
Director | February 1, 2021 | ||
Kevin M. McNamara | ||||
* |
Director | February 1, 2021 | ||
Albert A. Notini | ||||
* |
Director | February 1, 2021 | ||
Kyle B. Peterson | ||||
* |
Director | February 1, 2021 | ||
Vivian E. Riefberg |
Signature |
Title |
Date | ||
* |
Director | February 1, 2021 | ||
Stephen F. Wiggins |
By: | /s/ Kyle Armbrester | |||
Name: | Kyle Armbrester | |||
Title: | Attorney-in-Fact |