Prothena Corporation plc
Prothena Corp plc (Form: S-1MEF, Received: 10/02/2013 21:51:05)

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

 

 

Prothena Corporation plc

(Exact name of Registrant as specified in its charter)

 

 

 

Ireland   2834   43-1256213

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

650 Gateway Boulevard

South San Francisco, CA 94080

(650) 837-8550

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

 

 

Dale B. Schenk

Chief Executive Officer

Prothena Corporation plc

650 Gateway Boulevard

South San Francisco, CA 94080

(650) 837-8550

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

 

 

Copies to:

Alan C. Mendelson, Esq.

Robert W. Phillips, Esq.

Latham & Watkins LLP

140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600

  

Mark B. Weeks, Esq.
John T. McKenna, Esq.
Cooley LLP
3175 Hanover Street

Palo Alto, CA 94304
Telephone: (650) 843-5000
Facsimile: (650) 849-7400

 

 

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 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 333-191218

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

 

 

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 (2)(3)

 

Amount of

registration fee

Ordinary Shares, $0.01 par value per share

  1,046,500 shares   $22.00   $23,023,000   $2,966

 

 

(1) Includes ordinary shares that the underwriters have the option to purchase from the selling shareholder, if any.
(2) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-191218), is hereby registered.
(3) Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(a) promulgated under the Securities Act of 1933, as amended.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional ordinary shares, par value $0.01 per share, of Prothena Corporation plc, a public limited company formed under the laws of Ireland, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-191218), which was declared effective by the Securities and Exchange Commission on October 2, 2013, 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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the South San Francisco, California, on October 2, 2013.

 

    Prothena Corporation plc
Date: October 2, 2013     By:  

/s/ Dale B. Schenk

      Dale B. Schenk
      President and Chief Executive Officer
Date: October 2, 2013     By:  

/s/ Tran B. Nguyen

      Tran B. Nguyen
      Chief Financial Officer


SIGNATURES

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/ Dale B. Schenk

Dale B. Schenk, Ph.D.

  

President and Chief Executive

Officer ( Principal Executive

Officer ) and Director

  October 2, 2013

/s/ Tran B. Nguyen

Tran B. Nguyen

  

Chief Financial Officer ( Principal

Financial Officer )

  October 2, 2013

/s/ Karin L. Walker

Karin L. Walker

  

Controller, Chief Accounting

Officer and Head of Accounting

( Principal Accounting Officer )

  October 2, 2013

*

Lars Ekman, M.D., Ph.D.

   Chairman of the Board   October 2, 2013

 

    
Richard T. Collier    Director  

*

Shane Cooke

   Director   October 2, 2013

 

    
Christopher S. Henney, D.Sc., Ph.D.    Director  

*

Dennis J. Selkoe, M.D.

   Director   October 2, 2013

 

*By:  

/s/ Dale B. Schenk

      October 2, 2013
 

Dale B. Schenk, Ph.D.

Attorney-in-fact

     


EXHIBIT INDEX

 

Exhibit

No.

 

Description

  1.1(1)   Form of Underwriting Agreement
  5.1   Opinion of A&L Goodbody
23.1   Consent of independent registered public accounting firm, KPMG LLP
23.2   Consent of independent registered public accounting firm, KPMG
23.3   Consent of A&L Goodbody (included in Exhibit 5.1)
24.1(2)   Powers of Attorney

 

(1) Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191218), originally filed with the Securities and Exchange Commission on September 17, 2013 and incorporated by reference herein.
(2) Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-191218), originally filed with the Securities and Exchange Commission on September 17, 2013 and incorporated by reference herein.

Exhibit 5.1

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1

Tel: +353 1 649 2000 Fax: +353 1 649 2649 email: info@algoodbody.com website: www.algoodbody.com dx: 29 Dublin

 

LOGO

 

Our ref    AFC/YSY 01407887    Your ref        Date      2 October 2013

 

Prothena Corporation plc

25-28 North Wall Quay

Dublin 1

Ireland

   LOGO  
  
  
  
Re:    Prothena Corporation plc (the Company )   

Dear Sirs,

We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland (registered number 518146), in connection with the proposed primary equity offering and secondary sale of the Company’s ordinary shares, par value $0.01 per share (the Ordinary Shares ), including the issue by the Company of Ordinary Shares and sale of Ordinary Shares held by Janssen Pharmaceutical, an Irish incorporated unlimited company which is a shareholder of the Company (the Selling Shareholder ). We understand that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC, Wedbush Securities Inc., and Roth Capital Partners, LLC, (the Underwriters ) will act as underwriters to this proposed primary equity offering and secondary sale.

We understand that it is proposed that:

(i) the Company will issue up to three million, five hundred thousand (3,500,000) Ordinary Shares (the Initial Company Shares ) to the Underwriters and will grant them an option to subscribe for up to an additional six hundred and seventy seven thousand and seventy nine (677,079) Ordinary Shares (the Company Option Shares , and together with the Initial Company Shares, the Company Shares ); and

(ii) the Selling Shareholder will sell up to 2,410,000 Ordinary Shares (the Initial Secondary Shares ) to the Underwriters and will grant them an option to purchase up to an additional 209,421 Ordinary Shares ( Secondary Option Shares , and together with the Initial Secondary Shares, the Secondary Shares ).

The Company Shares and up to one million five hundred thousand (1,500,000) Secondary Shares have been registered under the Securities Act of 1933, as amended, on a Registration Statement on Form S-1 (the Initial Registration Statement ) filed with the U.S. Securities and Exchange Commission (the SEC ) on 17 September 2013. The Company now proposes to register 1,046,500 Secondary Shares pursuant to Rule 462(b) of the Act (the Post-Effective Amendment and together with the Initial Registration Statement, the Registration Statement ).

In connection with this Opinion, we have reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed. In rendering this Opinion, we have examined, and have assumed the truth and accuracy of the contents of, such documents and certificates of officers of the Company and of public officials as to factual matters and have conducted such searches, as of the date hereof, in public registries in Ireland as we have deemed necessary or appropriate for the purposes of this Opinion but have made no independent investigation regarding such factual matters. In our examination we have assumed the truth and accuracy of the information contained in such documents, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents.

Dublin    Belfast    London    New York    Palo Alto

 

P.M. Law   P.D. White   P.V. Maher   K.P. Allen   A.C. Burke   J.F. Whelan   C. McCourt   K. Furlong   L.A. Murphy   K. Ryan
J.H. Hickson   V.J. Power   S. O’Riordan   E.A. Roberts   D. Widger   J.B. Somerville   R.M. Moore   P.T. Fahy   A. Walsh   E. Hurley
C.E. Gill   L.A. Kennedy   M.P. McKenna   C. Rogers   C. Christle   M.F. Barr   D. Main   A.J. Johnston   A. Casey   G. Stanley
E.M. Fitzgerald   S.M. Doggett   K.A. Feeney   G. O’Toole   S. O’Croinin   B. Walsh   J. Cahir   M. Rasdale   B. Hosty   D. Dagostino
B.M. Cotter   B. McDermott   M. Sherlock   J.N. Kelly   J.W. Yarr   A.M. Curran   M. Traynor   D. Inverarity   M. O’Brien  
J.G. Grennan   C. Duffy   E.P. Conlon   N. O’Sullivan   D.R. Baxter   A. Roberts   P.M. Murray   M. Coghlan   K. Killalea  
J. Coman   E.M. Brady   E. MacNeill   M.J. Ward   A. McCarthy   M. Dale   N. Ryan   D.R. Francis   L. Mulleady  

Consultant s:      J.R. Osborne    S.W Haughey    T.V. O’Connor    Professor J.C.W. Wylie    A.F. Browne    M.A. Greene    A.V. Fanagan    J.A. O’Farrell    I.B.Moore


We have further assumed that, at the time of each new issuance of Company Shares, a sufficient number of Ordinary Shares will be authorised and available for issuance and that the consideration for the issuance of such Company Shares will not be less than the par value of the Ordinary Shares, and that the Company’s board of directors (the Board ), including any appropriate committee appointed thereby, will have the valid authority to issue such Ordinary Shares on a non pre-emptive basis.

 

We have further assumed that none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied have been or will be varied, amended or revoked in any respect or have expired and that the Company Shares will be, and the Secondary Shares have been, issued in accordance with such resolutions and authorities.

 

We have assumed the absence of fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company has and will issue the relevant Ordinary Shares in good faith, for its legitimate and bona fide business purposes. We have further assumed that: (i) the Company will be fully solvent at the time of and immediately following the issue of any Company Shares and the sale of any Secondary Shares; (ii) no resolution or petition for the appointment of a liquidator or examiner will be passed or presented prior to the issue of any Company Shares or sale of Secondary Shares; and (iii) no receiver will have been appointed in relation to any of the assets or undertaking of the Company prior to the issue of the Company Shares or sale of the Secondary Shares.

 

 

 

 

 

LOGO  

Having made such further investigation and reviewed such other documents as we have considered requisite or desirable, subject to the foregoing and to the within additional qualifications and assumptions, we are of the opinion that:  

1.      

  the Company Shares, when issued, in accordance with: (i) any duly authorised, executed and delivered underwriting agreement; and (ii) a valid resolution of the Board, or any duly appointed committee thereof, will be duly authorised, validly issued pursuant to the resolutions of the Board, including any appropriate committee appointed thereby, fully paid and will not be subject to calls for any additional payments (non-assessable); and  

2.      

  the Secondary Shares have been duly authorised, validly issued pursuant to the resolutions of the Board, are fully paid and are not subject to calls for any additional payments (non-assessable).  

 

In rendering this Opinion, we have confined ourselves to matters of Irish law. We express no opinion on any laws other than the laws of Ireland (and the interpretation thereof) in force as at the date hereof.

 

We hereby consent to the filing of this Opinion with the SEC as an exhibit to the Registration Statement.

 

This Opinion is being delivered to you and may not be relied upon or distributed to any other person without our prior written consent.

 

The Opinion is governed by and construed in accordance with the laws of Ireland.

 

Yours faithfully,

 

/s/ A&L Goodbody

 

 

2

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Prothena Corporation plc:

We consent to the inclusion in the registration statement (No. 333-191218) on Form S-1 of Prothena Corporation plc of our report dated March 28, 2013, with respect to the consolidated balance sheet of Prothena Corporation plc as of December 31, 2012, and the related consolidated statements of operations, shareholders’ equity, and cash flows for the year then ended, included therein and to the reference to our firm under the heading “Experts”.

/s/ KPMG LLP

San Francisco, California

October 2, 2013

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Prothena Corporation plc

We consent to the inclusion in the Registration Statement (No. 333-191218) on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated October 1, 2012, except as to retrospective inclusion of basic and diluted net loss per share disclosures for each of the years in the two-year period ended December 31, 2011, as to which the date is March 28, 2013, with respect to the consolidated financial statements of Prothena Corporation plc, formerly referred to as the carve-out combined financial statements of the Prothena Business (formerly, the Neotope Business), which comprises the carve-out combined balance sheet as at December 31, 2011, and the carve-out combined statements of operations, parent company equity and cash flows for each of the years in the two-year period ended December 31, 2011, included therein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

October 2, 2013