Prothena Corporation plc
Prothena Corp plc (Form: S-3MEF, Received: 06/24/2014 20:54:22)

As filed with the Securities and Exchange Commission on June 24, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PROTHENA CORPORATION PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   98-1111119

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

Alexandra House

The Sweepstakes, Ballsbridge

Dublin 4, Ireland

011-353-1-902-3519

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

 

 

A. W. Homan

Chief Legal Officer

Prothena Corporation plc

c/o Prothena Biosciences Inc

650 Gateway Boulevard

South San Francisco, CA 94080

(650) 837-8550

(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

 

 

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 333-196965

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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

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

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of securities to be registered   

Proposed

maximum aggregate

offering price

 

Amount of

registration fee

Ordinary Shares, par value $0.01 per share

   $7,906,250.00(1)(2)   $1,018.33(3)

 

 

(1) Includes ordinary shares that the underwriters have the option to subscribe for, 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-3 (File No. 333-196965), is hereby registered.
(3) Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(o) 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-3 (File No. 333-196965), which was automatically effective upon filing with the Securities and Exchange Commission on June 23, 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 certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, California, on June 24, 2014.

 

    Prothena Corporation plc

Date: June 24, 2014

  By:  

/s/    Dale B. Schenk

    Dale B. Schenk
    President and Chief Executive Officer

Date: June 24, 2014

  By:  

/s/    Tran B. Nguyen

    Tran B. Nguyen
    Chief Financial Officer


Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

/s/    Dale B. Schenk

Dale B. Schenk, Ph.D.

   President and Chief Executive Officer (Principal Executive Officer) and Director   June 24, 2014

/s/    Tran B. Nguyen

Tran B. Nguyen

   Chief Financial Officer
(Principal Financial Officer)
  June 24, 2014

/s/    Karin L. Walker

Karin L. Walker

   Controller, Chief Accounting Officer and Head of Accounting
(Principal Accounting Officer)
  June 24, 2014

*

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

   Chairman of the Board   June 24, 2014

*

Richard T. Collier

   Director   June 24, 2014

*

Shane Cooke

   Director   June 24, 2014

*

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

   Director   June 24, 2014

*

Dennis J. Selkoe, M.D.

   Director   June 24, 2014

 

*By:   /s/    Dale B. Schenk
  Dale B. Schenk, Ph.D.
  Attorney-in-fact


EXHIBIT INDEX

 

Exhibit

Number

  

Description

  5.1    Opinion of A&L Goodbody.
23.1    Consent of A&L Goodbody (included in Exhibit 5.1).
23.2    Consent of independent registered public accounting firm, KPMG LLP.
23.3    Consent of independent registered public accounting firm, KPMG.
24.1    Powers of Attorney (incorporated by reference to the signature page to the Registrant’s Registration Statement on Form S-3 (File No. 333-196965), filed with the Securities and Exchange Commission on June 23, 2014).

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      |      Your ref     |    Date    |   24 June 2014

 

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 equity offering of the Company’s ordinary shares, par value $0.01 per share (the Ordinary Shares ). A registration statement on Form S-3 was filed by the Company with the U.S. Securities and Exchange Commission (the SEC ) on 23 June 2014 for the registration of up to $115 million worth of Ordinary Shares under the Securities Act of 1933, as amended (the Act ). The Company now proposes to register up to an additional $7,906,250 worth of Ordinary Shares (the Shares ) pursuant to Rule 462(b) of the Act (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.

We have further assumed that, at the time of the issuance of the Shares, a sufficient number of Ordinary Shares will be authorised and available for issuance and that the consideration for the issuance of such Shares will not be less than the par value of the ordinary shares, and that the Company’s board of directors (the Board ), or 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 Shares will be 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 will issue the 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 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 Shares; (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 Shares; and (iv) no composition in satisfaction of debts, scheme of arrangement, or compromise or arrangement with creditors or members (or any class of creditors or members) will be proposed, sanctioned or approved in relation to the Company prior to the issue of the Shares.

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 the 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, or any appropriate committee appointed thereby, fully paid and will not be subject to calls for any additional payments (non-assessable).

 

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


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.    LOGO

Yours faithfully,

/s/ A&L Goodbody

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Prothena Corporation plc:

We consent to the incorporation by reference in the registration statement (No. 333-196965) on Form S-3 of Prothena Corporation plc of our report dated March 6, 2014, with respect to the consolidated balance sheets of Prothena Corporation plc and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2013, incorporated therein by reference and to the reference to our firm under the heading “Experts”.

/s/ KPMG LLP

San Francisco, California

June 23, 2014

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Prothena Corporation plc:

We consent to the incorporation by reference in the registration statement (No. 333-196965) on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated October 1, 2012, except for the retrospective inclusion of basic and diluted net loss per share disclosures for the year 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 statements of operations, parent company equity and cash flows for the year ended December 31, 2011, incorporated therein by reference and to the reference to our firm under the heading “Experts”.

/s/ KPMG

Dublin, Ireland

June 23, 2014