As filed with the Securities and Exchange Commission on February 9, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALPHATEC HOLDINGS, INC.
(Exact name of registrant
as specified in its charter)
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Delaware
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20-2463898
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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5818 El Camino Real
Carlsbad, California 92008
(760) 431-9286
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Dirk Kuyper
President and Chief Executive Officer
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(760) 431-9286
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with copies
to:
Ebun S. Garner, Esq.
Alphatec Holdings, Inc.
5818 El Camino Real
Carlsbad, California 92008
(760) 431-9286
Michael L. Fantozzi, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Approximate date
of commencement of proposed sale to the public
: From time to time after this Registration Statement becomes effective.
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
333-145614
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 upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
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.
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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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF
REGISTRATION FEE
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Title of each class of securities to be registered
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Proposed maximum aggregate
offering price(1)
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Amount of
Registration fee(2)
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Common Stock, $0.0001 par value per share
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$1,100,000
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$78.43
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(1)
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This Registration Statement relates to the Registrants Registration Statement on Form S-3 (File No. 333-145614), which was declared effective by the
Securities and Exchange Commission (the SEC) on August 30, 2007 (the Prior Registration Statement). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, the proposed maximum offering price of the
remaining securities eligible to be sold under the Prior Registration Statement ($5,500,000) is carried forward to this Registration Statement and an additional amount of securities having a proposed maximum aggregate offering price of no more than
20% thereof, or $1,100,000, is registered hereby.
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(2)
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Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with
Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-3 is being filed with respect to the registration of additional shares of common stock, par value $0.0001 per share, of Alphatec Holdings, Inc., a Delaware corporation, pursuant to Rule 462(b) and
General Instruction IV.A of Form S-3, both promulgated under the Securities Act of 1933, as amended.
The Registrant hereby
incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (Registration No. 333-145614), which was declared effective by the Securities and Exchange Commission on
August 30, 2007, including each of the documents filed by the Registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinions and consents are listed on an Exhibit Index
attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All exhibits
filed with or incorporated by reference in Registration Statement No. 333-145614 are incorporated by reference into, and shall be deemed a part of, this Registration Statement. The following exhibits are filed herewith pursuant to the
requirements of Item 601 of Regulation S-K:
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Exhibit
Number
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Description
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Deloitte & Associes.
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23.3
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Carlsbad, California, on February 9, 2010.
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ALPHATEC HOLDINGS, INC.
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By:
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/s/ Peter C. Wulff
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Peter C. Wulff
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Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Dirk Kuyper
Dirk Kuyper
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Chief Executive Officer, President and Director
(principal executive officer)
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February 9, 2010
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/s/ Peter C. Wulff
Peter C. Wulff
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Vice President, Chief Financial Officer and
Treasurer (principal financial officer and principal
accounting officer)
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February 9, 2010
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*
Mortimer Berkowitz III
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Chairman of the Board of Directors
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February 9, 2010
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*
John H. Foster
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Director
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February 9, 2010
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*
James R. Glynn
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Director
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February 9, 2010
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*
Stephen E. ONeil
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Director
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February 9, 2010
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*
Stephen J. Hochschuler, M.D.
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Director
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February 9, 2010
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*
R. Ian Molson
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Director
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February 9, 2010
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*
Richard Ravitch
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Director
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February 9, 2010
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*By:
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/s/ Ebun S. Garner, Esq.
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Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Deloitte & Associes.
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23.3
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Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in the opinion filed as Exhibit 5.1).
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