S-1MEF

As filed with the Securities and Exchange Commission on June 24, 2015

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

Lantheus Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   2835   35-2318913

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(IRS Employer

Identification No.)

331 Treble Cove Road

North Billerica, Massachusetts 01862

(978) 671-8001

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

Michael P. Duffy

Vice President, General Counsel and Secretary

331 Treble Cove Road, Building 600-2

North Billerica, Massachusetts 01862

(978) 671-8408

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

Copies to:

Heather L. Emmel, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Telephone: (212) 310-8000

Facsimile: (212) 310-8007

 

Marc D. Jaffe, Esq.

Ian D. Schuman, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Telephone: (212) 906-1200

Facsimile: (212) 751-4864

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, as amended, or the Securities Act, 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 File No. 333-196998

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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer ¨   Non-accelerated filer x   Smaller reporting company ¨
 

(Do not check if a

smaller reporting company)

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered
  Amount to be
Registered
 

Proposed Maximum

Offering Price Per
Share

 

Proposed Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, par value $0.01 per share

  3,177,631(1)   $6.00(2)   $19,065,786   $2,215.44
(1) This amount is in addition to the 9,078,946 shares of common stock registered under the Registrant’s registration statement originally declared effective on June 24, 2015 (File No. 333-196998) and includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares.
(2) Based on the public offering price.

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


EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-196998), originally filed on June 16, 2015, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective on June 24, 2015. The Prior Registration Statement is incorporated by reference herein.


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 North Billerica, Commonwealth of Massachusetts, on June 24, 2015.

 

LANTHEUS HOLDINGS, INC.
By:   /s/ Michael P. Duffy

Name:

Title:

 

Michael P. Duffy

Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on June 24, 2015.

 

Signature

  

Title

 

Date

*

Jeffrey Bailey

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  June 24, 2015

*

John K. Bakewell

  

Chief Financial Officer

(Principal Financial Officer

  June 24, 2015

*

Jack Crowley

  

Vice President, Finance

(Principal Accounting Officer)

  June 24, 2015

*

Brian Markison

   Chairman of the Board of Directors   June 24, 2015

*

David Burgstahler

   Director   June 24, 2015

*

Samuel Leno

   Director   June 24, 2015

*

Patrick O’Neill

   Director   June 24, 2015

*

Sriram Venkataraman

   Director  

June 24, 2015

 

*By:   /s/ Michael P. Duffy
 

Michael P. Duffy

Attorney-in-Fact

 

3


EXHIBIT INDEX

 

Exhibit Number

  

Description of Exhibits

5.1    Opinion of Weil, Gotshal & Manges LLP.
23.1*    Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2    Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on signature page to the Prior Registration Statement and incorporated herein by reference).

 

* Filed herewith