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As filed with the Securities and Exchange Commission on March 19, 2014
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Applied Optoelectronics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
3674 (Primary Standard Industrial Classification Code Number) |
76-0533927 (I.R.S. Employer Identification Number) |
13115 Jess Pirtle Blvd.
Sugar Land, TX 77478
(281) 295-1800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Chih-Hsiang (Thompson) Lin
President and Chief Executive Officer
13115 Jess Pirtle Blvd.
Sugar Land, TX 77478
(281) 295-1800
(Name, Address Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies of All Communications to:
| Frank S. Wu, Esq. Philip Russell, Esq. DLA Piper LLP (US) 1000 Louisiana Street Suite 2800 Houston, TX 77002 (713) 425-8400 |
David C. Kuo, Esq. General Counsel Applied Optoelectronics, Inc. 13115 Jess Pirtle Blvd. Sugar Land, TX 77478 (281) 295-1800 |
J. Robert Suffoletta, Esq. Wilson Sonsini Goodrich & Rosati, PC 900 South Capital of Texas Highway Las Cimas IV, Fifth Floor Austin, TX 78746 (512) 338-5400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. ý 333-194379
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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer ý (Do not check if a smaller reporting company) |
Smaller reporting company o |
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 (1)(2) |
Amount of Registration Fee (3) |
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|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.001 par value per share | 345,000 | $24.25 | $8,366,250 | $1,077.57 | ||||
- (1)
- Represents
only the additional number of shares being registered and includes 45,000 additional shares of common stock issuable upon the exercise of the
underwriters' option. Does not include the securities that the registrant previously registered on the registration statement on Form S-1, as amended (File No. 333-194379).
- (2)
- The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The registrant previously registered securities with an aggregate offering price not to exceed $84,129,975 on a registration statement on Form S-1, as amended (File No. 333-194379), which was declared effective by the Securities and Exchange Commission on March 19, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $8,366,250 are hereby registered, which includes shares issuable upon the exercise of the underwriters' option.
The registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN
INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Applied Optoelectronics, Inc. ("Registrant") is filing this registration statement with the Securities and Exchange Commission ("Commission"). This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-194379) ("Prior Registration Statement"), and which the Commission declared effective on March 19, 2014.
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 345,000 shares. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference in this filing.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
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.
Signature
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Date
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| /s/ CHIH-HSIANG (THOMPSON) LIN Chih-Hsiang (Thompson) Lin, President, Chief Executive Officer and Chairman of the Board of Director (principal executive officer) |
March 19, 2014 | |
/s/ JAMES L. DUNN, JR. James L. Dunn, Jr., Chief Financial Officer (principal financial officer and principal accounting officer) |
March 19, 2014 |
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* Che-Wei Lin, Director |
March 19, 2014 |
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* William H. Yeh, Director |
March 19, 2014 |
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* Richard B. Black, Director |
March 19, 2014 |
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* Alex Ignatiev, Director |
March 19, 2014 |
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* Alan Moore, Director |
March 19, 2014 |
II-3
Signature
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Date
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|---|---|---|
| * Min-Chu (Mike) Chen, Director |
March 19, 2014 |
| By: | /s/ CHIH-HSIANG (THOMPSON) LIN Chih-Hsiang (Thompson) Lin, Attorney-in-Fact |
II-4
EXHIBIT INDEX
Exhibit Number
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Description | ||
|---|---|---|---|
| 5.1 | Opinion of DLA Piper LLP (US) | ||
| 23.1 | Consent of Grant Thornton LLP | ||
| 23.2 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1) | ||
| 24.1† | Power of Attorney (see page II-6 to the original filing of the Registration Statement on Form S-1 (File No. 333-194379)) | ||
- †
- Previously filed.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
SIGNATURES
Exhibit 5.1
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DLA Piper LLP (US) | |
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1000 Louisiana Street, Suite 2800 | ||
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Houston, Texas 77002-5005 | ||
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www.dlapiper.com | ||
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713.425.8400 | |
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713.425.8401 | |
March 19, 2014
Applied Optoelectronics, Inc.
13115 Jess Pirtle Blvd.
Sugar Land, TX 77478
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by Applied Optoelectronics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Act”) in connection with the registration under the Act of 345,000 shares of the Company’s common stock, $0.001 par value per share (including shares issuable upon exercise of an option granted to the underwriters by the Company) (the “Shares”). The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-194379) (the “Prior Registration Statement”), which was declared effective on March 19, 2014, including the prospectus which forms part of the Registration Statement. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and the Prior Registration Statement pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company, the certain selling stockholders and the underwriters.
We have acted as counsel to the Company in connection with the proposed issuance and sale of the Shares. This opinion is being furnished in accordance with the registration requirements of Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
As the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Registration Statement and the Prior Registration Statement; (b) the Certificate of Incorporation of the Company, as amended to date; (c) the Bylaws of the Company, as amended to date; (d) certain resolutions of the Board of Directors of the Company; and (e) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law, and regulations as we have deemed necessary or advisable for the purposes of this opinion. We have not independently verified any factual matter relating to this opinion.
We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
On the basis of the foregoing, we are of the opinion that the Shares have been validly issued and are fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving our consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
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Very truly yours, |
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/s/ DLA Piper LLP (US) |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated March 6, 2014, with respect to the consolidated financial statements included in the Annual Report of Applied Optoelectronics, Inc. on Form 10-K for the year ended December 31, 2013 of Applied Optoelectronics, Inc., which are included in this Registration Statement. We consent to the inclusion in the Registration Statement of the aforementioned report, and to the use of our name as it appears under the caption “Experts.”
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/S/ GRANT THORNTON LLP |
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Houston, Texas |
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March 19, 2014 |
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