As filed with the Securities and Exchange Commission on April 2, 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

 


 

Corium International, Inc.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

2834

 

38-3230774

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

 

Corium International, Inc.

235 Constitution Drive

Menlo Park, California 94025

(650) 298-8255

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 


 

Peter D. Staple

Chief Executive Officer

Corium International, Inc.

235 Constitution Drive

Menlo Park, California 94025

(650) 298-8255

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Please send copies of all communications to:

 

Cynthia Clarfield Hess

Robert A. Freedman

Effie Toshav

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

 

Robert S. Breuil

Chief Financial Officer

Corium International, Inc.

235 Constitution Drive

Menlo Park, California 94025

(650) 298-8255

 

B. Shayne Kennedy

Daniel E. Rees

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

(714) 540-1234

 


 

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, 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 333-194279

 

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. (Check one):

 

Large accelerated filer  o

 

Accelerated filer  o

Non-accelerated filer  x  (Do not check if a smaller reporting company)

 

Smaller reporting company  o

 


 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

 

Title of Each Class of
Securities to be Registered

 

Amount to be
Registered(1)

 

Proposed
Maximum Offering
Price Per Share

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration
Fee(2)

 

 

Common Stock, $0.001 par value

 

1,150,000

 

$

8.00

 

$

9,200,000

 

$

1,185

 

 

 

 

(1)          Represents only the additional number of shares being registered and includes 150,000 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-194279) (“Prior Registration Statement”).

 

(2)          The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $75,900,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on April 2, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $9,200,000 are hereby registered, which includes shares subject to the underwriters’ option to purchase additional shares.

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 



 

EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Corium International, Inc. (“Registrant”) is filing this registration statement with the Securities and Exchange Commission (“Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-194279), which the Registrant originally filed on March 3, 2014 (“Prior Registration Statement”), and which the Commission declared effective on April 2, 2014.

 

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 1,150,000 shares, all of which will be sold by the Registrant and 150,000 of which may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities 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 in this filing.

 

The Registrant hereby certifies that it (i) has instructed its agent to transmit to the Securities and Exchange Commission (the “Commission”) the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on April 3, 2014), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) will confirm receipt of such instructions by its agent during such agent’s regular business hours no later than April 3, 2014.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

1



 

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 Menlo Park, State of California, on this 2nd day of April, 2013.

 

 

CORIUM INTERNATIONAL, INC.

 

 

 

/s/ Peter D. Staple

 

Peter D. Staple

 

Chief Executive Officer

 

POWER OF ATTORNEY

 

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

 

 

 

 

 

/s/ Peter D. Staple

 

Chief Executive Officer

 

April 2, 2014

Peter D. Staple

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Robert S. Breuil

 

Chief Financial Officer

 

April 2, 2014

Robert S. Breuil

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Timothy D. Sweemer

 

Chief Accounting Officer

 

April 2, 2014

Timothy D. Sweemer

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Bhaskar Chaudhuri, Ph.D

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Gary W. Cleary, Ph.D

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Ronald Eastman

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Phyllis Gardner, M.D.

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

David Greenwood

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

John Kozarich, Ph.D

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Robert W. Thomas

 

 

 

 

 

 

 

 

 

*

 

Director

 

April 2, 2014

Daniel G. Welch

 

 

 

 

 

 

 

 

 

By:

/s/ Peter D. Staple

 

April 2, 2014

 

 

Peter D. Staple

 

 

 

 

Attorney-in-fact

 

 

 

 

 

 

 

 

 

 

2



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

5.1

 

Opinion of Fenwick & West LLP.

23.1

 

Consent of Independent Registered Public Accounting Firm.

23.2

 

Consent of Fenwick & West LLP (included in Exhibit 5.1).

24.1

 

Power of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form S-1 (Registration No. 333-194279)).

 

3