FORM S-1MEF

As filed with the Securities and Exchange Commission on February 5, 2014

Registration No. 333-          

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

REVANCE THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   2834   77-0551645

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

7555 Gateway Boulevard

Newark, California 94560

(510) 742-3400

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

 

 

L. Daniel Browne

President and Chief Executive Officer

Revance Therapeutics, Inc.

7555 Gateway Boulevard

Newark, California 94560

(510) 742-3400

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

 

 

Copies to:

Mark B. Weeks

Gordon K. Ho

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

(650) 843-5000

 

Bruce K. Dallas

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

(650) 752-2000

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, as amended (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 333-193154

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   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered   Amount to be
Registered (1)
  Proposed Maximum
Offering Price Per
Share (2)
  Proposed Maximum
Aggregate Offering
Price (2)
  Amount of
Registration Fee 

Common stock, $0.001 par value

 

1,150,000

  $16.00   $18,400,000   $2,369.92

 

 

 

(1) Represents only the additional number of securities being registered and includes 150,000 shares of common stock issuable upon underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-193154).
(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

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

 

 

 


INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-193154), originally filed by the Registrant on December 31, 2013 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement.

The content of the Prior Registration Statement, including all exhibits thereto, which was declared effective by the Commission on February 5, 2014, are hereby incorporated by reference.


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 Newark, State of California, on the 5th day of February, 2014.

 

REVANCE THERAPEUTICS, INC.
By:   /s/ L. Daniel Browne
  L. Daniel Browne
  President and 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:

 

Signatures

  

Title

 

Date

/s/ L. Daniel Browne

L. Daniel Browne

  

President, Chief Executive

Officer and Director

(Principal Executive Officer)

  February 5, 2014

/s/ Lauren P. Silvernail

Lauren P. Silvernail

  

Executive Vice President, Corporate

Development and Chief Financial Officer

(Principal Financial and Accounting Officer)

  February 5, 2014

*

Robert Byrnes

  

Director

  February 5, 2014

*

Ronald W. Eastman

  

Director

  February 5, 2014

*

Phyllis Gardner, M.D.

  

Director

  February 5, 2014

*

James Glasheen, Ph.D.

  

Director

  February 5, 2014

*

Jonathan Tunnicliffe

  

Director

  February 5, 2014

*

Ronald Wooten

  

Director

  February 5, 2014

 

*By:    /s/ L. Daniel Browne
  L. Daniel Browne
  Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit

Number

  

Description

  5.1    Opinion of Cooley LLP
23.1    Consent of Independent Registered Public Accounting Firm
23.2    Consent of Cooley LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

* Incorporated by reference from the Prior Registration Statement.