As filed with the Securities and Exchange Commission on November 23, 2010
Registration No. 333-169210
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ZOGENIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
2834 |
20-5300780 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
12671 High Bluff Drive, Suite 200
San Diego, CA 92130
(858) 259-1165
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Roger L. Hawley
Chief Executive Officer
Zogenix, Inc.
12671 High Bluff Drive, Suite 200
San Diego, CA 92130
(858) 259-1165
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
| Scott N. Wolfe, Esq. Matthew T. Bush, Esq. |
Eric S. Haueter, Esq. Heather A. Childress, Esq. Sidley Austin LLP 555 California Street, 20th Floor San Francisco, CA 94104 (415) 772-1200 | |
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, 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. ¨
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. x 333-169210
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 |
¨ |
Accelerated filer | ¨ | |||
| Non-accelerated filer |
x (Do not check if a smaller reporting company) |
Smaller reporting company | ¨ |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-169210), initially filed by the Registrant on September 3, 2010 and declared effective by the Securities and Exchange Commission on November 22, 2010. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
| Exhibit Number |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Zogenix, Inc. has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California on the 23rd day of November, 2010.
| ZOGENIX, INC. | ||
| By: |
/S/ ROGER L. HAWLEY | |
| Roger L. Hawley | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ ROGER L. HAWLEY Roger L. Hawley |
Chief Executive Officer and Director (Principal Executive Officer) | November 23, 2010 | ||
| /S/ ANN D. RHOADS Ann D. Rhoads |
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) |
November 23, 2010 | ||
| * Cam L. Garner |
Chairman of the Board |
November 23, 2010 | ||
| * James C. Blair, Ph.D. |
Director |
November 23, 2010 | ||
| * Louis C. Bock |
Director |
November 23, 2010 | ||
| * Stephen J. Farr, Ph.D. |
President, Chief Operating Officer and Director | November 23, 2010 | ||
| * Ken Haas |
Director |
November 23, 2010 | ||
| * Erle T. Mast |
Director |
November 23, 2010 | ||
| * Arda M. Minocherhomjee, Ph.D. |
Director |
November 23, 2010 | ||
| * Kurt C. Wheeler |
Director |
November 23, 2010 | ||
| * By: | /S/ ROGER L. HAWLEY | |
| Roger L. Hawley | ||
| Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit |
Description | |
| 5.1 | Opinion of Latham & Watkins LLP | |