As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333


Download 1.23 Mb.
NameAs filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333
page1/19
A typeDocumentation
  1   2   3   4   5   6   7   8   9   ...   19

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 -
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_________________

FOX FACTORY HOLDING CORP.

(Exact name of registrant as specified in its charter)


 

 

 

 

Delaware

 

26-1647258

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

915 Disc Drive

Scotts Valley, California 95066

(831) 274-6500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_________________
Larry L. Enterline

Fox Factory Holding Corp.

915 Disc Drive

Scotts Valley, California 95066

(831) 274-6500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

________________
with copies to:

Toby D. Merchant, Esq.

Squire Patton Boggs (US) LLP

221 East Fourth Street, Suite 2900

Cincinnati, Ohio 45202

Telephone: (513) 361-1200

Telecopy: (513) 361-1201

 _________________
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.   ý

 

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. ¨

 

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. ¨

 

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 ý

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

Amount Being Registered (1)

Proposed Maximum Offering Price Per Unit

Proposed Maximum Aggregate Offering Price (2)

 

Amount of

Registration

Fee

 

 

 

 

 

 

 

 

Primary Offering(2)(3):

 

 

 

 

 

 

Common Stock, par value $0.01 per share

(1)



 



 

 



 

 

Preferred Stock

(1)



 



 

 



 

 

Debt Securities

(1)



 



 

 



 

 

Warrants

(1)



 



 

 



 

 

Units

(1)



 



 

 



 

 

Primary Offering Total

 

 

$

150,000,000

 

 

$

17,430

 

(4)

Secondary Offering:

 

 

 

 

 

 

Common Stock, par value $0.01 per share

17,874,375 shares

$

14.965

 

$

267,490,022

 

 

$

31,082

 

(5)

Total Registration Fee

 

 

 

 

$

48,512

 

 

(1) Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions.


(2) With respect to the primary offering, the proposed maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “ Securities Act ”). No separate consideration will be received for shares of common stock that are issued upon conversion of preferred stock or upon exercise of common stock warrants registered hereunder. The aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $150,000,000.
(3) With respect to the primary offering, we are registering such indeterminate number of each identified class of our securities as we may offer and sell from time to time at indeterminate prices, which will have an aggregate initial offering price not to exceed $150,000,000 .
(4)With respect to the primary offering, the registration fee has been calculated in accordance with Rule 457(o) under the Securities Act at a rate of $116.20 per $1,000,000.
(5) With respect to the secondary offering, the registration fee has been calculated in accordance with Rule 457(c) under the Securities Act, based on the average high and low prices reported from the registrant’s common stock on the NASDAQ Global Select Market on March 26, 2015.
 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.




The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to completion, dated March 31, 2015
PROSPECTUS


Fox Factory Holding Corp.
$150,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

Units
17,874,375 Shares

Common Stock

Offered by the Selling Shareholders

________________
We may offer and sell up to $150,000,000 in aggregate of the securities identified above, and the selling shareholders may offer and sell up to 17,874,375 shares in the aggregate of common stock identified above, in each case, from time to time in one or more offerings. This prospectus provides you with a general description of the securities. We will not receive any proceeds from the sale of our common stock by the selling shareholders.
Each time we or any of the selling shareholders offer and sell securities, we or such selling shareholders will provide a supplement to this prospectus that contains specific information about the offering and, if applicable, the selling shareholders, as well as the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should read this prospectus, the documents that are incorporated by reference in this prospectus and the applicable prospectus supplement carefully before you decide to invest in any securities offered. This prospectus many not be used to consummate sales of any securities unless it is accompanied by a prospectus supplement describing the terms of that offering.

 

We may offer and sell the securities described in this prospectus and any prospectus supplement to or through underwriters and dealers, and also to other purchasers or through agents, or through a combination of these methods. In addition, the selling shareholders may offer and sell shares of our common stock from time to time, together or separately. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.


 
  1   2   3   4   5   6   7   8   9   ...   19

Share in:

Related:

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 27, 2015

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on May 22, 2015

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on May 11, 2015

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 8, 2011

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 23, 2009

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 5, 2013

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 6, 2014

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 14, 2007

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 10, 2010

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs Filed with the Securities and Exchange Commission on March 21, 2002

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 10, 1997

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 30, 2009

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 27, 2007

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the securities and exchange commission on march 17, 1999

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 18, 2013

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 18, 2016

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 11, 2004

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 28, 2016

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 22, 2002

As filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333 iconAs filed with the Securities and Exchange Commission on March 22, 2016




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search