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


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As filed with the Securities and Exchange Commission on June 9, 2016

Registration No. 333-207938

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


 

AMENDMENT NO. 5 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


 

MONSTER DIGITAL, INC.

(Exact name of Registrant as specified in its charter)


 

 

 

 

 

 

Delaware

 

3572

 

27-3948465

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

2655 Park Center Drive, Unit C

Simi Valley, California 93065

(805) 955-4190

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


 

David H. Clarke

Chief Executive Officer

Monster Digital, Inc.

2655 Park Center Drive, Unit C

Simi Valley, California 93065

(805) 381-5544

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


 

Copies to:

 

 

 

Thomas J. Poletti

Veronica N. Lah

Manatt, Phelps & Phillips LLP

695 Town Center Drive, 14 th Floor

Costa Mesa, California 92626

Phone: (714) 371-2500

Fax: (714) 371-2501

 

Ralph V. DeMartino

Cavas S. Pavri

Schiff Hardin LLP

901 K Street NW Suite 700

Washington, D.C. 20001

Phone (202) 778-6400

Fax: (202) 778-6460




 

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, check the following box. x

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. o

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. o

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. o

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.



 

 

 

Large accelerated filer o

 

Accelerated filer o

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

 

Smaller reporting company o

 

 





 




 TABLE OF CONTENTS

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

Title of Each Class of Securities

to be Registered

 

  

 

  

 

Proposed maximum aggregate offering price (1)(2)

 

Amount of registration fee (3)

Common stock, $0.0001 par value per share (4)

 

 

2,875,000 shares

 

 

$

6.00

 

 

$

17,250,000

 

 

$

1,737

 

Warrants to purchase common stock (5)

 

 

2,875,000 warrants

 

 

 



 

 

 



 

 

 



 

Common underlying warrants

 

 

2,875,000 shares

 

 

$

7.50

 

 

$

21,562,500

 

 

$

2,169.19

 

Underwriters’ Purchase Option (“Underwriters’ Option”) (6)(7)

 

 

1

 

 

$

100.00

 

 

$

100.00

 

 

 



 

Shares of common stock included as part of the Underwriters’ Option

 

 

50,000 shares

 

 

$

6.00

 

 

$

300,000

 

 

$

30.18

 

Warrants included as part of the Underwriters’ Option (7)

 

 

50,000 warrants

 

 

 



 

 

 



 

 

 



 

Shares of common stock underlying warrants included in the Underwriters’ Option

 

 

50,000 shares

 

 

$

7.50

 

 

$

375,000

 

 

$

37.73

 

Total registration fee(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,974.10

 



 

(1)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended, and includes the shares of common stock and/or warrants that the underwriter has an option to purchase to cover over-allotments, if any.

 

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

 

(3)

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

 

(4)

Includes 375,000 shares of common stock, including shares that may be sold if the over-allotment option granted by the registrant to the underwriters is exercised.

 

(5)

Includes warrants to purchase 375,000 shares of common stock, including shares that may be sold if the over-allotment option granted by the registrant to the underwriters is exercised.

 

(6)

Represents a purchase option to purchase the registrant’s common stock and warrants to be issued to the underwriters in connection with the public offering exercisable at 125% of the per share initial offering price. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act.

 

(7)

No separate registration fee is required pursuant to Rule 457(g) under the Securities Act of 1933, as amended.

 

(8)

$5,939 previously paid.
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