Add files using upload-large-folder tool

parsed_sections/prospectus_summary/2014/ALLY_ally_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CBIO_crescent_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your

parsed_sections/prospectus_summary/2014/CCS_century_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should read this entire prospectus carefully, including, in particular, the Risk Factors section beginning on page 21 of this prospectus. As used in this prospectus, unless the context otherwise requires or indicates, references to the Company, we, our and us refer to Century Communities, Inc. and its subsidiaries and affiliates, including our predecessor Century Communities Colorado, LLC; and references to Century LLC or our predecessor refer to Century Communities Colorado, LLC and (except for financial statement information, except as otherwise noted) its predecessors and affiliates. Unless otherwise indicated, all market data included in this prospectus is derived from a market study, based on the most recent data available as of February 2014, prepared for us in connection with this offering by John Burns Real Estate Consulting, LLC (which we refer to as JBREC ), an independent research provider and consulting firm focused on the housing industry. Unless the context otherwise requires, the information in this prospectus assumes that: (i) we will issue shares of our common stock in this offering; (ii) the shares of our common stock to be sold in this offering are sold at $24.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus; and (iii) the underwriters over-allotment option to purchase additional shares of our common stock in this offering is not exercised. Our Company We are engaged in all aspects of homebuilding, including land acquisition and development, entitlements, and the acquisition, development, construction, marketing, sale and management of various residential projects in major metropolitan markets in Colorado, and, more recently, in the greater Austin and San Antonio, Texas and Las Vegas, Nevada metropolitan areas. Our business strategy is focused on the design, construction and sale of single-family detached and attached homes in major metropolitan markets, including in Colorado, Texas, and Nevada, and our planned entry into other markets in the Western United States. We offer a wide variety of product lines that enable us to meet the specific needs of each of our core markets (Denver, Fort Collins, and Colorado Springs, Colorado, Austin and San Antonio, Texas, and Las Vegas, Nevada), which we believe provides us with a balanced portfolio and an opportunity to increase market share. Since our formation, we have delivered over 2,700 homes for total revenues of approximately $750 million. In 2013, we were one of the top 50 largest homebuilders in the United States by total revenue (as ranked among public and private companies by Builder Magazine) and one of the top 5 fastest growing homebuilders by total revenue. We have been profitable every year since our founding, including throughout the recent economic downturn. Since 2008, our home sales revenue has more than tripled even as some homebuilders experienced significant revenue contraction. During that same period, many of our competitors were forced to exit the business or undergo significant restructuring. For the three months ended March 31, 2014, we delivered 128 homes for total home sales revenue of $49.7 million, up 101% from $24.7 million over the three months ended March 31, 2013, and for the year ended December 31, 2013, we delivered 448 homes for total home sales revenue of $171.1 million, up 78.2% from $96.0 million over the year ended December 31, 2012. The dollar amount of our backlog of homes sold but not closed as of March 31, 2014, December 31, 2013 and December 31, 2012 was approximately $122.3 million, $103.3 million and $51.6 million, respectively. As of April 1, 2014, we owned and controlled approximately 99 communities containing 10,095 lots in various stages of development. We seek to maximize our return on capital and reduce our risk exposure associated with holding land inventories by developing projects with targeted life cycles of approximately 24 to Table of Contents EXPLANATORY NOTE This Registration Statement contains two forms of prospectuses: (1) IPO Prospectus. A prospectus (which we refer to as the IPO Prospectus ) to be used in connection with the initial public offering of our common stock. We are offering 4,000,000 shares of our common stock (4,672,000 shares if the underwriters exercise in full their over-allotment option to purchase 672,000 additional shares of our common stock), and the selling stockholders named in this prospectus are offering 480,000 shares of our common stock, through the underwriters named on the cover page of the IPO Prospectus. (2) Selling Stockholders Resale Prospectus. A prospectus (which we refer to as the Selling Stockholders Resale Prospectus ) to be used by selling stockholders for the resale of 11,595,000 shares of our common stock. The Selling Stockholders Resale Prospectus is substantively identical to the IPO Prospectus, except for the following principal differences: (a) the Selling Stockholders Resale Prospectus has different front and back covers than the IPO Prospectus; (b) all references in the IPO Prospectus to this offering will be changed to the IPO, defined as the underwritten initial public offering of our common stock, in the Selling Stockholders Resale Prospectus; (c) all references in the IPO Prospectus to underwriters will be changed to underwriters of the IPO in the Selling Stockholders Resale Prospectus; (d) all references in the IPO Prospectus to $24.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus will be changed to $24.50 per share, which is the midpoint of the price range set forth on the cover page of the IPO Prospectus in the Selling Stockholders Resale Prospectus; (e) the following sections in the Selling Stockholders Resale Prospectus are different than the corresponding sections in the IPO Prospectus: Summary The Offering ; Use of Proceeds ; Selling Stockholders ; Description of Capital Stock Registration Rights Agreement ; Shares Eligible for Future Sale General ; and Legal Matters ; (f) the following sections in the IPO Prospectus are deleted from the Selling Stockholders Resale Prospectus: Summary Selling Stockholders ;

parsed_sections/prospectus_summary/2014/CIK0000919745_midatech_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere or incorporated by reference in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including the risk factors and the financial statements and related notes included or incorporated by reference in this prospectus. Company Overview We are a North Carolina-based specialty pharmaceutical company primarily focused on the commercialization of oncology treatment and oncology supportive care pharmaceutical products. Through our acquisition of Oncogenerix, Inc., which occurred on January 17, 2012, we acquired exclusive U.S. marketing rights to our first commercial proprietary product, Soltamox (tamoxifen citrate) oral solution. Soltamox has been approved by the U.S. Food and Drug Administration ( FDA ) for the prevention and treatment of breast cancer. On September 7, 2012, we entered into a license agreement with Helsinn Healthcare SA ( Helsinn ) to distribute, promote, market and sell Gelclair , a unique oral gel whose key ingredients are polyvinlypyrrolidone (PVP) and sodium hyaluronate (hyaluronic acid), for the treatment of certain approved indications in the United States. Gelclair is an FDA-cleared product indicated for the treatment of oral mucositis. In addition, we have a marketing agreement with Innocutis Holdings, LLC pursuant to which we promote Bionect (hyaluronic acid sodium salt, 0.2%) within the U.S. oncology and radiation oncology marketplace. Bionect has been cleared by the FDA for the management of irritation of the skin as well as first and second degree burns. We have a clinical development asset, KRN5500, which is a Phase 2 product candidate targeted for treating cancer patients with painful treatment-refractory chronic chemotherapy induced peripheral neuropathy (CCIPN). KRN5500 has been designated a Fast Track Drug by the FDA. On February 24, 2014 the FDA granted Orphan Drug Designation to KRN5500 for the parenteral treatment of painful, chronic, chemotherapy-induced peripheral neuropathy that is refractory to conventional analgesics. Fast Track Designation is intended to facilitate the development and expedite review of drugs and biologics intended to treat serious or life-threatening conditions and that demonstrate the potential to address unmet medical needs. Orphan drug designation provides extended market exclusivity, tax benefits, and the waiver of certain fees associated with the FDA approval process. We are evaluating options to partner the drug with an established pharmaceutical development company to undertake and support further development costs, as well as determining whether further internal development of KRN5500 could be beneficial to our partnering efforts. As part of our strategic plan to focus on the commercialization of oncology treatment and oncology supportive care products, on June 17, 2013, we granted T3D Therapeutics, Inc. ( T3D ) the exclusive worldwide rights to develop and commercialize DB959, an oral, highly selective, dual PPAR (peroxisome proliferator activated receptor) nuclear receptor agonist, which we developed through Phase I clinical trials. For the license, we received a $250,000 up front payment, a second payment of $25,000 in December 2013, a third payment of $100,000 in January 2014 and a fourth payment of $125,000 in February 2014. We used the initial $250,000 to pay off $250,000 in existing liabilities to Bayer Healthcare LLC ( Bayer ). The Company is also entitled to receive certain milestone payments upon achievement of certain development milestones by T3D which could be in excess of the Company's milestone and annual payment obligations to Bayer. On October 25, 2013, we entered into an agreement with Alamo Pharma Services ( Alamo ) pursuant to which Alamo now provides us with a dedicated national sales team of 20 sales representatives to promote our commercial products. In addition, we signed an agreement, exclusive to the oncology market, with Mission Pharmacal ( Mission ), Alamo s parent company, to share in the costs and expenses of the sales force. The Alamo sales team, in addition to promoting our products Soltamox (tamoxifen citrate), Gelclair and Bionect, are promoting three Mission products: Ferralet 90 , Binosto (alendronate sodium) and Aquoral . The agreements with Alamo and Mission expand our presence in oncology supportive care and the products complement our portfolio in presenting comprehensive offerings to the oncologist. This sales force became operational with sales representatives trained and in their assigned territories in early January 2014. With the expansion of the sales force to 20 sales representatives, we expect our commercial costs, net of Mission support payments to Alamo, to be significantly higher on an annualized basis. In early May, 2014, we implemented a new "No Coupon, No Co-pay, No Hassles" retail patient cost-saving program in support of Gelclair and Soltamox. This new program is meant to reduce or eliminate financial outlays by patients by offsetting their out-of-pocket co-pay expenses with such reductions being applied automatically to qualified prescriptions at more than 43,000 pharmacies nationwide. No additional paperwork, coupons or electronic input are required by patients, health care providers, or pharmacists to realize the benefit of the "No Coupon, No Co-Pay, No Hassles" program. This program is now available in over 95% of local retail pharmacies nationwide, is accepted at the vast majority of national retail pharmacy chains and we believe will assist us in capturing more prescriptions written for Gelclair and Soltamox. We are employing a multi-disciplinary approach to reach and educate health care providers, dispensers, patient advocacy groups, foundations, caregivers and patients directly. We believe we can accomplish this through utilization of the contract sales organization of 20 sales representatives, innovative marketing programs, partnerships with specialty pharmacy providers, working with patient advocacy groups and foundations as well as collaborative arrangements with third party sales organizations. As we gain additional commercial experience with our products, we may modify these activities as appropriate. As we have generated minimal revenues from operations to date, we must have a sufficient level of liquidity in order to successfully achieve our commercial and operational goals. Our primary source of working capital has been the proceeds of registered direct offerings and private placements of equity securities and the prior sales of securities we acquired through investments made in other companies. We expect to continue to incur operating losses in the near-term. Our results may vary depending on many factors, including our ability to build a successful sales and marketing organization, our ability to properly anticipate customer needs and the progress of licensing activities of KRN5500 with pharmaceutical partners. We continue to pursue other in-licensing opportunities for approved products. Product Commercialization and the Mission Products Our primary focus is on the commercialization of the following oncology treatment and oncology supportive care pharmaceutical products: Soltamox, an FDA-approved oral solution of tamoxifen citrate; Cancer support therapeutics, including Gelclair, an FDA-cleared product indicated for the treatment of oral mucositis and Bionect, an FDA cleared product for the management of irritation of the skin as well as first and second degree burns; and Three Mission Pharmacal products: Ferralet 90 (for anemia), BINOSTO (alendronate sodium effervescent tablet indicated for the treatment of osteoporosis), and Aquoral (for cancer related dry mouth). Oral liquid formulations of FDA approved products Our oral liquid products can provide an attractive and effective alternative to solid dose formulations for those patients with dysphagia, or difficulty swallowing, or those who simply prefer to take drug products in liquid form. Those suffering from dysphagia often have difficultly or experience pain when using oral tablet or capsule products and can benefit greatly from liquid formulations of drugs. In addition, breast cancer patients receiving chemotherapeutic agents are subject to oral mucositis, which makes liquid medical formulations preferable. Soltamox Soltamox (tamoxifen citrate) oral solution, our first proprietary, FDA approved product, is a drug primarily used to treat breast cancer. Soltamox is the only liquid formulation of tamoxifen available for sale in the United States. As a result of our acquisition of Oncogenerix, we became party to an exclusive license and distribution agreement with Rosemont Pharmaceuticals, Ltd. ( Rosemont ), a U.K. based manufacturer and a subsidiary of Perrigo Company plc, for exclusive rights to market Soltamox in the United States. Previously, Soltamox was marketed only in the U.K. and Ireland by Rosemont Pharmaceuticals, Ltd. Soltamox is protected by a U.S. issued patent which expires in June 2018. Under our license agreement with Rosemont, we are obligated to meet minimum sales thresholds during the seven-year term of the agreement. We launched Soltamox in the U.S. in the fourth quarter of 2012. Soltamox is used primarily for the chronic treatment of breast cancer or for cancer prevention in certain susceptible breast cancer subgroups. The National Cancer Institute (NCI) estimated that in 2014, 232,670 women would be diagnosed with breast cancer and 40,000 women would die as a result of the disease. Tamoxifen therapy is generally indicated for breast cancer patients for up to 5 years. In order to commercialize Soltamox, we had initially established a specialty commercial sales force to market Soltamox to oncologists, targeting physicians who prescribe tamoxifen. This initial sales force has now been replaced by the Alamo sales force. Current physicians who prescribe tablet forms of tamoxifen in the United States are well known and easily identified by data sources such as IMS and Wolters Kluwer, providers of information services for the healthcare industry. We are employing a multi-disciplinary approach to reach and educate health care providers, dispensers, patient advocacy groups, foundations, caregivers and patients directly about our products. We believe we can accomplish this through utilization of a combination of our own specialized sales organization and independent sales representatives, tele-detailing, appropriate levels of product sampling, innovative marketing programs, partnerships with Specialty Pharmacy Providers, working with Patient Advocacy Groups and Foundations as well as collaborative arrangements with third party sales organizations. We have also recently completed a registry survey called CAPTURE to gather information on compliance, adherence and preference for a liquid therapy among current tamoxifen patients and will use the results in clinical publications as well as marketing programs and materials to support increased utilization of Soltamox. CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee (2) Units consisting of: $ 12,500,000 $ 1,610 (i) Series C-1 convertible preferred stock, par value $0.01 per share (3) $ $ (ii) Warrants to purchase common stock (3) (4) $ $ Common Stock issuable upon conversion of the Series C-1 convertible preferred stock (3) $ $ Common Stock issuable upon exercise of the warrants included in the units (5) $ 15,625,000 $ 2,013 Total $ 28,125,000 $ 3,623 ( 6 ) (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), the securities registered also include such indeterminate number of shares of common stock as may be issuable to eliminate any dilutive effect of any future stock split, stock dividend or similar transactions. (2) Calculated pursuant to Rule 457(o) of the rules and regulations under the Securities Act based on an estimate of the proposed maximum aggregate offering price. (3) No separate registration fee is payable pursuant to Rule 457 under the Securities Act. (4) The warrants included in the units will consist of two separate classes of warrants, with each unit allocated an equal number of warrants of each such class, as described in this registration statement. (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. (6) The Registrant previously paid a registration fee of $1,610 upon the initial filing of this registration statement on December 23, 2013. An additional fee of $2,576 was paid in connection with the filing of Amendment No. 1 on April 18, 2014, for an aggregare fee paid of $4,186. No additional fee is payable with the filing of this Amendment No. 5. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. Preliminary Prospectus, Subject to Completion Dated May 22 , 2014 PROSPECTUS Up to 12,500 Shares of Series C-1 Preferred Stock (and 10,964,912 Shares of Common Stock Underlying the Series C-1 Preferred Stock , based upon an assumed Series C-1 conversion price of $1.14 ) Warrants to Purchase up to 10,964,912 Shares of Common Stock. based upon an assumed Series C-1 conversion price of $1.14 (and 10,964,912 Shares of Common Stock Issuable Upon Exercise of Warrants , based upon an assumed Series C-1 conversion price of $1.14 ) We are offering up to 12,500 units to purchasers in this offering, with each unit consisting of (1) one share of Series C-1 preferred stock which is convertible into approximately 877.2 shares of our common stock (based upon an assumed Series C-1 conversion price of $1.14, which was the last reported sale price of our common stock on May 20, 2014), (2) a five-year warrant callable in certain circumstances and exercisable for approximately 438.6 shares of our common stock (based upon an assumed Series C-1 conversion price of $1.14, which was the last reported sale price of our common stock on May 20, 2014) at an exercise price of $[ ] per share (105% of the closing bid price of our common stock preceding pricing of the offering) and (3) a thirteen-month warrant exercisable for approximately 438.6 shares of our common stock (based upon an assumed Series C-1conversion price of $1.14, which was the last reported sale price of our common stock on May 20, 2014) at an exercise price of $[ ] per share (105% of the closing bid price of our common stock preceding pricing of the offering). This prospectus also covers the shares of common stock issuable upon conversion of the Series C-1 preferred stock and upon exercise of the warrants. Each of the two warrants included in each unit will cover a number of shares of our common stock equal to 50% of the number of shares of common stock underlying the share of Series C-1 preferred stock included in such unit at closing. The units will be sold for a purchase price equal to $1,000 per unit. Units will not be issued or certificated. The shares of Series C-1 preferred stock and the warrants are immediately separable and will be issued separately, but will be purchased together in this offering. Subject to certain ownership limitations, the Series C-1 preferred stock is convertible at any time at the option of the holder into shares of our common stock at an initial conversion price of $[ ] per share. Subject to certain ownership limitations, the warrants are immediately exercisable. For a more detailed description of the Series C-1 preferred stock, see the section entitled Description of Securities We Are Offering Series C-1 Preferred Stock beginning on page 21 of this prospectus. For a more detailed description of the warrants, see the section entitled Description of Securities We Are Offering Warrants beginning on page 22 of this prospectus. For a more detailed description of our common stock, see the section entitled Description of Capital Stock Common Stock beginning on page 23 of this prospectus. Our common stock is quoted on the NASDAQ Capital Market under the symbol DARA. The last reported sale price of our common stock on May 21 , 2014 was $1.07 per share. We do not intend to apply to list the Series C-1 preferred stock or the warrants on any securities exchange. We have retained Ladenburg Thalmann & Co. Inc. (the Placement Agent ) to act as placement agent in connection with this offering and to use its best efforts to solicit offers to purchase the units. The Placement Agent is not purchasing or selling any units pursuant to this offering, nor are we requiring any minimum purchase or sale of any specific number of units. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual public offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth below. See Plan of Distribution beginning on page 27 of this prospectus for more information regarding these arrangements. Investing in our securities involves a high degree of risk. See Risk Factors beginning on page 8 of this prospectus for more information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Unit Total Public offering price $ $ Placement Agent fees(1) $ $ Proceeds, before expenses, to us $ $ _______________ (1) In addition, we have agreed to reimburse the expenses of the Placement Agent as described in the Plan of Distribution herein. We expect that delivery of the securities being offered pursuant to this prospectus will be made to purchasers on or about [ ], 2014. Ladenburg Thalmann & Co. Inc H.C. Wainwright & Co., LLC The date of this prospectus is [ ], 2014. Cancer support therapeutics We are also focused on the commercialization of cancer support therapeutics. Gelclair On September 7, 2012, we entered into a distribution and license agreement with Helsinn Healthcare SA. The Company was granted an exclusive license to distribute, promote, market and sell Gelclair for treatment of certain approved indications in the United States. Gelclair, a unique oral gel whose key ingredients are polyvinlypyrrolidone (PVP) and sodium hyaluronate (hyaluronic acid), is an FDA-cleared product indicated for the treatment of oral mucositis. Gelclair is protected by a U.S. issued patent which expires in 2021. Under the license agreement with Helsinn, the Company is obligated to meet minimum sales thresholds during the ten-year term of the agreement. The license agreement also provides that the Company will receive exclusive rights to distribute, promote, market and sell Gelclair for an additional indication if Helsinn is able to obtain regulatory approval for such indication. We launched Gelclair in the United States in April 2013. Bionect On March 23, 2012, we entered into an Exclusive Marketing Agreement with Innocutis Holdings, LLC pursuant to which we promote Bionect (hyaluronic acid sodium salt, 0.2%) within the U.S. oncology and radiation oncology marketplace. Bionect has been approved by the FDA for the management of irritation of the skin as well as first and second degree burns. Previously, Bionect was promoted and sold by Innocutis only in the dermatology market. Innocutis continues to promote Bionect in the dermatology market. Bionect is protected by a U.S. issued patent that expires in 2016. We will be compensated by Innocutis for each unit sold in the U.S. oncology and radiation oncology market. We began promoting Bionect in the U.S. oncology and radiation oncology market in the second quarter of 2012. The term of the agreement will continue until April 1, 2015 and will be automatically renewed in yearly increments unless notice is given by either party 30 days prior to the expiration of the term or extended term. Mission Pharmacal Products On October 25, 2013, we entered into an agreement with Alamo Pharma Services, a subsidiary of Mission Pharmacal, for a twenty (20) person national sales team in the U.S. oncology market. Pursuant to the agreement and a shared sales force agreement with Mission, the Alamo sales team in addition to promoting our Soltamox (tamoxifen citrate), Gelclair and Bionect products, also carries three Mission Pharmacal products: Ferralet 90 (for anemia), BINOSTO (alendronate sodium effervescent tablet indicated for the treatment of osteoporosis), and Aquoral (for cancer related dry mouth). These products are also currently being promoted by Mission Pharmacal in other therapeutic markets and all are under patent protection throughout the term of our agreement. The agreements with Alamo and Mission expand our presence in oncology supportive care to address ongoing areas of unmet medical need. Clinical Stage Asset KRN5500 KRN5500 is a novel, non-narcotic/non-opioid intravenous product for the treatment of painful chronic chemotherapy induced peripheral neuropathy in patients with cancer. The drug has successfully completed a Phase 2a proof of concept study in patients with end-stage cancer and analgesia-resistant neuropathic pain where it showed statistically-significant pain reduction versus placebo (p = 0.03) using standardized pain test scores. There were no serious safety concerns, although nausea and vomiting were a common occurrence. The FDA has designated KRN5500 a Fast Track drug, based on its potential usefulness in treating a serious medical condition and in fulfilling an unmet medical need. On February 24, 2014 the FDA granted Orphan Drug Designation to KRN5500 for the parenteral treatment of painful, chronic, chemotherapy-induced peripheral neuropathy that is refractory to conventional analgesics. We have improved and simplified the formulation and manufactured new drug substance for the next clinical trial. Since KRN5500 would complement our portfolio of oncology treatment and supportive care pharmaceuticals, we are looking at options to partner the drug with an established oncology development company to undertake and support the cost for the Phase 2b program, and are evaluating whether any further internal development of KRN5500 would be beneficial to our partnering efforts. Corporate Information DARA BioSciences, Inc. is a Delaware corporation incorporated on December 30, 1993. Our executive offices are located at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615, and our telephone number is (919) 872-5578. Our Internet address is www.darabio.com. The information on our website is not incorporated by reference into this prospectus and you should not consider it part of this prospectus.

parsed_sections/prospectus_summary/2014/CIK0000922487_royal_prospectus_summary.txt

@@ -0,0 +1 @@
+The following summary highlights material information contained elsewhere in or incorporated by reference into this prospectus. It may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including Risk Factors, and all other information included in or incorporated by reference into this prospectus The Company Royal is a Pennsylvania business corporation and a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the Bank Holding Company Act ). Royal s headquarters are located at 732 Montgomery Avenue, Narberth, Pennsylvania, 19072. The following table includes some summary financial information about Royal as of and for the quarters ended March 31, 2014 and 2013, and as of and for each of the three years ended December 31, 2013, 2012 and 2011, respectively. See Selected Historical Financial Information for additional information. (in thousands, except per share data) As of and for the quarters ended March 31, As of and for the year ended December 31, 2014 2013 2013 2012 2011 Net income (loss) attributable to Royal Bancshares $ 1,498 $ 118 $ 2,109 $ (15,625 ) $ (8,563 ) Net income (loss) to common shareholders 834 (397 ) 34 $ (17,663 ) $ (10,566 ) Income (loss) per share 0.06 (0.03 ) - $ (1.33 ) $ (0.80 ) Total assets 734,410 746,531 732,254 $ 769,455 $ 844,187 Total deposits 532,632 531,370 528,964 $ 554,917 $ 575,916 Royal Bancshares shareholders equity 51,270 50,132 47,534 $ 49,758 $ 66,283 The principal activities of the Company are supervising the Bank, which engages in general banking business principally in Montgomery, Delaware, Chester, Bucks, Philadelphia and Berks counties in Pennsylvania, southern New Jersey, and Delaware. The Company also has a wholly owned non-bank subsidiary, Royal Investments of Delaware, Inc., which is engaged in investment activities. As a bank holding company registered under the Bank Holding Company Act, we are subject to the supervision of the Board of Governors of the Federal Reserve System (the Federal Reserve ). In addition, the Bank is subject to regulation, supervision and regular examination by the Pennsylvania Department of Banking and Securities (the Banking Department ) and the Federal Deposit Insurance Corporation ( FDIC ), and the Bank s deposits are insured by the FDIC. As a result of deteriorating credit quality, declining earnings, and decreasing capital at Royal Bank, on July 15, 2009, the Bank entered into a Stipulation and Consent to the Issuance of an Order to Cease and Desist with each of the FDIC and the Banking Department. The material terms of the orders required Royal Bank to: (i) have and retain qualified management, and notify the FDIC and the Department of any changes in Royal Bank s Board of Directors or senior management; (ii) increase participation of Royal Bank s Board of Directors in Royal Bank s affairs by having the board assume full responsibility for approving Royal Bank s policies and objectives and for supervising Royal Bank s management; (iii) eliminate all assets classified as loss and formulate a written plan to reduce assets classified as doubtful and substandard at its regulatory examination; (iv) develop a written plan to reduce delinquent loans, and restrict additional advances to borrowers with existing credits classified as loss, doubtful or substandard ; (v) develop a written plan to reduce Royal Bank s commercial real estate loan concentration; (vi) maintain, after establishing an adequate allowance for loan and lease losses, a ratio of Tier 1 capital to total assets ( leverage ratio ) equal to or greater than 8% and a ratio of qualifying total capital to risk-weighted assets (total risk-based capital ratio) equal to or greater than 12%; (vii) formulate and implement written profit plans and comprehensive budgets for each year during which the orders were in effect; (viii) formulate and implement a strategic plan covering at least three years, to be reviewed quarterly and revised annually; (ix) revise the liquidity and funds management policy and update and review the policy annually; (x) refrain from increasing the amount of brokered deposits held by Royal Bank and develop a plan to reduce the reliance on non-core deposits and wholesale funding sources; (xi) refrain from paying cash dividends without prior approval of the FDIC and the Department; (xii) refrain from making payments to or entering into contracts with the Company or other Royal Bank affiliates without prior approval of the FDIC and the Department; (xiii) submit to the FDIC for review and approval an executive compensation plan that incorporates qualitative as well as profitability performance standards for Royal Bank s executive officers; (xiv) establish a compliance committee of the Board of Directors of Royal Bank with the responsibility to ensure Royal Bank s compliance with the orders; and (xv) prepare and submit quarterly reports to the FDIC and the Department detailing the actions taken to secure compliance with the orders. The FDIC and the Department did not impose or recommend any monetary penalties in connection with the orders. The orders were subsequently replaced with an informal agreement, known as a memorandum of understanding, in the fourth quarter of 2011, which requires, among other things, that the Bank maintain a leverage ratio equal to or greater than 8% and a total risk-based capital ratio equal to or greater than 12%. In addition, on March 17, 2010, the Company entered into a written agreement with the Federal Reserve Bank of Philadelphia (the Federal Reserve Bank ). The material terms of the agreement provided that: (i) the Company s board of directors would take appropriate steps to fully utilize the Company s financial and managerial resources to serve as a source of strength to its subsidiary banks, including taking steps to ensure that Royal Bank complied with the orders previously entered into with the FDIC and the Department on July 15, 2009; (ii) the Company s board of directors would submit to the Federal Reserve Bank a written plan to strengthen board oversight of the management and operations of the consolidated operation; (iii) the Company would not declare or pay any dividends without the prior written approval of the Federal Reserve Bank and the Director of the Division of Banking Supervision and Regulation of the Board of Governors of the Federal Reserve System (the Director ); (iv) the Company and its nonbank subsidiaries would not make any distributions of interest, principal, or other sums on subordinated debentures or trust preferred securities without the prior approval of the Federal Reserve Bank and the Director; (v) the Company and its nonbank subsidiaries would not incur, increase, or guarantee any debt without the prior written approval of the Federal Reserve Bank; (vi) the Company would not purchase or redeem any shares of its stock without the prior written approval of the Federal Reserve Bank; (vii) the Company would submit to the Federal Reserve Bank an acceptable written capital plan to maintain sufficient capital at the Company on a consolidated basis, which plan will at a minimum address: regulatory requirements for the Company and the Bank, the adequacy of the Bank s capital taking into account the volume of classified credits, the allowance for loan and lease losses, current and projected asset growth, and projected retained earnings; the source and timing of additional funds necessary to fulfill the consolidated organization s and the Bank s future capital requirements; supervisory requests for additional capital at the Bank or the requirements of any supervisory action imposed on the Bank by federal or state regulators; and applicable legal requirements that the Company serve as a source of strength to the Bank; (viii) the Company would submit to the Federal Reserve Bank cash flow projections for 2010 and each subsequent calendar year prior to the beginning of such year; (ix) the Company would comply with applicable legal notice provisions in advance of appointing any new director or senior executive officer or changing the responsibilities of any senior executive officer, and comply with restrictions on indemnification and severance payments imposed by the Federal Deposit Insurance Act; and (x) the Company s board of directors would submit progress reports to the Federal Reserve Bank detailing the form and manner of all actions taken to secure compliance with the agreement and the results thereof, together with a parent company-level balance sheet, income statement, and, as applicable, report of changes in shareholders equity. The written agreement with the Federal Reserve Bank was replaced with a memorandum of understanding in July 2013. See Risk Factors Our business may be impacted by the existence of the informal agreements with the FDIC, the Pennsylvania Department of Banking and the Federal Reserve Bank of Philadelphia. Our principal executive offices are located at 732 Montgomery Avenue, Narberth, Pennsylvania 19072. Our telephone number is (610) 668-4700. Our website is www.royalbankamerica.com. Information on our website is not incorporated by reference into this prospectus and is not a part of this prospectus. Royal Bank America The Bank is a Pennsylvania state-chartered bank that commenced operations on October 22, 1963. Royal Bank is the successor of the Bank of King of Prussia, the principal ownership of which was acquired by the Tabas family in 1980. The deposits of the Bank are insured by the FDIC. As of December 31, 2013, the Bank also holds a 80% equity interest in Crusader Servicing Corporation ( CSC ) and owns 100% of Royal Tax Lien Services, LLC ( RTL ) and 60% of Royal Bank America Leasing, LP ( Royal Leasing ). CSC and RTL acquired, through public auction, delinquent tax liens in various jurisdictions thereby assuming a superior lien position to most other lien holders, including mortgage lien holders. Royal Leasing originates small ticket leases through its internal sales staff and through independent brokers located throughout its business area. The Bank derives its income principally from interest charged on loans, interest earned on investment securities, and fees received in connection with the origination of loans and other services. The Bank s principal expenses are interest expense on deposits and borrowings and operating expenses. Operating revenues, deposit growth, investment maturities, loan sales and the repayment of outstanding loans provide the majority of funds for activities. The Bank conducts business operations as a commercial bank offering checking accounts, savings and time deposits, and loans, including residential mortgages, home equity and SBA loans. The Bank also offers safe deposit boxes, collections, internet banking and bill payment along with other customary bank services (excluding trust) to its customers. Drive-up, ATM, and night depository facilities are available. The Bank s primary service area includes Pennsylvania, primarily Montgomery, Chester, Bucks, Delaware, Berks and Philadelphia counties, and Camden County, New Jersey. This area includes residential areas and industrial and commercial businesses of the type usually found within a major metropolitan area. The Bank serves this area from fifteen branches located throughout Montgomery, Philadelphia, Delaware and Berks counties and Camden County, New Jersey. The Bank also considers New York, Maryland, and Delaware as a part of its service area for certain products and services. In the past, the Bank had frequently conducted business with clients located outside of its service area. The Bank has loans in nineteen states via loan originations and/or participations with other lenders who have broad experience in those respective markets. The Bank s headquarters are located at 732 Montgomery Avenue, Narberth, Pennsylvania 19072. Table of Contents Purpose of Offering On February 20, 2009, as part of the Capital Purchase Program (the CPP ) established by the United States Department of Treasury (the U.S. Treasury ), we issued 30,407 shares of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, without par value per share and a liquidation preference of $1,000 per share (the TARP Shares ), to the U.S. Treasury. In conjunction with the issuance of the TARP Shares, we issued to the U.S. Treasury a warrant to purchase 1,104,370 shares of our Class A common stock at an exercise price of $4.13 per share. Cash dividends accrued on the TARP Shares at the rate of 5% per annum until February 20, 2014, and accrue at the rate of 9% per annum thereafter. Such dividends are cumulative if not paid, and as of May 15, 2014, we had missed 20 quarterly dividend payments, resulting in approximately $9.0 million of unpaid dividends and interest on unpaid dividends on the TARP Shares that have not been recognized in our consolidated financial statements. We were notified by the U.S. Treasury that the U.S. Treasury will conduct an auction of the TARP Shares (the Auction ) during June 9, 2014 through June 12, 2014, and that we can participate with other interested purchasers by placing bids for TARP Shares in the Auction. The Auction is structured as a modified Dutch Auction, in which the interested purchasers submit bids containing the price per share at which they are willing to purchase shares and the number of shares they are willing to purchase at that price. The highest price at which all of the shares offered would be sold to purchasers submitting bids becomes the price at which all of the shares are sold in the Auction. We will use the net proceeds of the offering to increase our capital and liquidity. We will accept subscriptions and issue shares in the offering only if any of our bids to purchase TARP Shares in the Auction is successful. We have received approval from the Federal Reserve to use up to $13,988,000 to purchase TARP shares in the Auction. No assurance can be given that we will be successful in our bid to purchase TARP Shares in the Auction or, if successful, how many TARP Shares will be purchased by us in the Auction. If we are not successful in purchasing TARP Shares in the Auction, we will terminate the subscription rights offering and will not close the private placement. The estimated net proceeds from the rights offering is $5,925,000, assuming all of the 5,000,000 shares are subscribed for and purchased in the offering. The estimated net proceeds from the private placement is $13,988,000. We intend to use the net proceeds from the private placement to bid on the TARP Shares in the Auction. Private Placement We expect to complete a private placement of our Class A common stock prior to the closing of the rights offering. In the private placement we have entered into stock purchase agreements with certain investors. Pursuant to the stock purchase agreements, subject to the terms and conditions contained therein: Emerald (who we sometimes refer to as the selling shareholder ) is obligated to purchase from us, at $1.20 per share, 2,400,000 shares of Class A common stock; Another institutional investor (who we sometimes refer to as the "Institutional Investor.") is obligated to purchase from us, at $1.20 per share, 2,400,000 shares of Class A Common Stock ; Certain of the Company s directors and officers (excluding the Tabas family) are obligated to purchase from us, at $1.20 per share, 498,333 shares of our Class A common stock; and The Daniel M. Tabas Trust is obligated to purchase from us, at $1.20 per share, 2,500,000 shares of our Class A common stock. If the rights offering closes after the closing on the private placement, Emerald and the other institutional investor each have the option to purchase additional shares of our Class A common stock provided that after such purchases neither Emerald nor the other institutional investor may own more than 9.9% of the outstanding shares of Class A common stock and provided further that the total number of shares sold in the private placement does not exceed 11,666,667. See The Private Placement herein. The investors obligations to purchase the shares subscribed for in the private placement are subject to certain closing conditions, including that we are successful in purchasing TARP Shares in the Auction and that we obtain all governmental approvals necessary for us to purchase TARP Shares in the Auction. For more information, see The Private Placement. If the Company is not a winning bidder in the Auction, the Company will file a post-effective amendment to the registration statement of which this prospectus is a part and remove the selling shareholder shares from the registration statement. Table of Contents

parsed_sections/prospectus_summary/2014/CIK0001015593_river_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001046057_transcoast_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary provides a brief overview of information contained elsewhere in this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully before making an investment decision, including the information presented under the headings "Risk Factors," "Special Note Regarding Forward-Looking Statements" and "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes beginning on page F-1. All dollar amounts are in U.S. dollars unless otherwise indicated. In this prospectus, unless the context otherwise requires, the terms TransCoastal, Company, "we," "us" and "our" refer to TransCoastal Corporation and its subsidiaries. Overview TransCoastal Corporation ("Company" or "TransCoastal") was incorporated in the State of Delaware in June 1999 in the original name of Claimsnet.com, Inc. ("Claimsnet") and has a fiscal year end of December 31. We are an oil and gas exploration and production company focused primarily in the development of oil and gas reserves in the state of Texas. Our revenue comes from the sale of the hydrocarbons we produce and to a small extent from the trading of oil and gas properties. The Company has acquired or divested over 100 wells in Texas, and has over 200 undeveloped locations on over 6000 acres of leased oil and gas property located primarily in the panhandle area of west Texas. In addition to maintaining daily operations on our producing wells we also drill new wells, rehabilitate old wells and actively engage in locating additional oil and gas leases. A complete list of the oil and gas properties the Company currently owns or in which it has an interest is contained in the "Properties" section below.

parsed_sections/prospectus_summary/2014/CIK0001055454_school_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001219210_ikanos_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in or incorporated by reference into this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus and the documents incorporated by reference into this prospectus carefully before making an investment in our common stock. You should carefully consider, among other things, the section entitled Risk Factors included elsewhere in this prospectus as well as the information contained in the documents to which we have referred to under Where You Can Find Additional Information. IKANOS COMMUNICATIONS, INC. Overview We provide semiconductor products and software for delivering high speed broadband and networking solutions to the connected home. Our broadband digital subscriber line, or DSL, processors and other semiconductor offerings power carrier infrastructure for the central office, or CO, which we also refer to as Access, and customer premises equipment, or CPE, which we also refer to as Gateway, for network equipment manufacturers, or NEMs, serving leading telecommunications service providers, or telcos. Our products are at the core of DSL access multiplexers, or DSLAMs, optical network terminals, or ONTs, concentrators, modems, voice over Internet Protocol, or VoIP, terminal adapters, integrated access devices, or IADs, and residential gateways, or RGs. Our products have been deployed by service providers in Asia, Europe, and North and South America and are also actively being evaluated and scheduled to be evaluated by other service providers for deployment in their networks. Our products reflect advanced designs in silicon, systems, and firmware and are programmable and highly-scalable. Our expertise in integration of our digital signal processor, or DSP, algorithms with advanced digital, analog, and mixed signal semiconductors enables us to offer high-performance, high-density, and low-power asymmetric DSL, or ADSL, and very-high bit rate DSL, or VDSL, products that offer vectoring and bonding to increase speeds of existing telecom carrier copper and hybrid-fiber copper infrastructure. We believe these products support high speed broadband service providers multi-play deployment plans to the connected home while keeping their capital and operating expenditures relatively low compared to competing frameworks. Our broadband DSL products consist of high performance Access and Gateway chips. We have demonstrated through our internal testing an aggregate downstream and upstream rate of 300 megabits per second, or Mbps, over a single pair copper line at a distance of up to 200 meters, and 150Mbps aggregate data rate up to a distance of 500 meters. These performance numbers are among the highest rate and reach capabilities currently available in the market using VDSL technology. Our next generation G.fast products for the ultra-broadband market, which are currently in development, will be designed to achieve speeds up to 1Gbps. Our xDSL revenue mix over the last four years has transitioned away from ADSL in favor of VDSL, in-line with global market trends. In 2010, as a percentage of our total A/VDSL revenue, VDSL accounted for approximately 54%, whereas in the first nine months of 2014, this percentage increased to approximately 91%. In its September 2013 report entitled Vectoring and Bonding Renews DSL, the Linley Group estimated that the market for VDSL silicon solutions, or integrated circuits, or ICs, will continue to increase over the next four years as a result of the transition that is taking place in the carrier market from ADSL to VDSL. This transition is expected to result in a significant replacement opportunity for silicon vendors and equipment manufacturers. In addition, the while total port count is not expected to increase significantly over this period, estimated revenue is expected to increase primarily due to the increasing cost per port associated with the transition from ADSL to VDSL, deployment of vectoring, and the emergence of G.fast, which offers high bitrates up to gigabits per second. While G fast technology will serve the portion of the market corresponding to Table of Contents short-loop configuration (<100m), we believe the rest of the market will be addressed through a combination of ADSL and VDSL. Additionally, we believe cross-talk cancellation enabled through vectoring will be equally important for G.fast enabled lines, and as such, we believe the emergence of gigabit broadband and adoption of G.fast will increase the need for carrier deployment of vectoring technology. We also offer a line of communications processors, or CPs, for residential gateways that support a variety of WAN topologies for telecom carriers and cable multiple system operators, or MSOs, including Ethernet and gigabit Ethernet, passive optical network, or PON, hybrid-fiber-copper network, and wireless broadband. While majority of our silicon solutions are deployed in xDSL networks at global telcos, our CPs are also currently deployed in both cable and fiber-to-the-home, or FTTH, networks. Our CPs are an important part of our diversification strategy to expand our target market beyond xDSL. In addition to our xDSL and CPs, in 2013 we announced inSIGHT, our suite of CPE-based monitoring and analytics software products. inSIGHT offers carriers the ability to remotely monitor and diagnose line impairments and noise issues to facilitate fast and cost-effective discovery and resolution of service disruptions. While monitoring and diagnostics solutions are not new, we have taken a different approach to the problem by deploying this capability inside the home on the gateway itself versus the traditional network-based solutions. We believe our approach will provide several advantages to telcos, including higher accuracy of impairment detection and faster resolution, which in turn could translate to lower operating expenses for the telcos. inSIGHT has not yet been deployed in the market. In our 2013 Annual Report on Form 10-K, we provided estimates of the time to production for certain products. The production of our new VX58x family which taped-out during the second quarter of 2014 is now scheduled for 2015 to allow for additional features and testing. The production of our new Vx57x family has been rescheduled to 2015. Our Velocity-3 solution continues in carrier trials and is expected to reach production in 2015. We no longer expect Velocity-Uni to reach production as a result of a change in customer requirements. Our new inSIGHT monitoring and diagnostic software is in field trials, and is expected to be in production in 2015. Our semiconductor customers consist primarily of NEMs, original design manufacturers, or ODMs, contract manufacturers, or CMs, and original equipment manufacturers, or OEMs, and include vendors such as Sagemcom, Askey Computer Corporation, AVM Corporation, and Hon Hai Precision Industry Co., or Foxconn. Our products are deployed in the networks of telcos such as AT&T, Inc., Bell Canada, Orange S.A. (formerly France Telecom), KDDI Corporation, and Nippon Telegraph and Telephone, or NTT. We believe our products were deployed, by geography, as follows: the Americas, Europe, Asia, and Japan were 27%, 38%, 16%, and 19% in 2012, respectively, 15%, 56%, 11%, and 18% in 2013, respectively, and 17%, 58%, 5%, and 20% in the first nine months of 2014, respectively. We are a fabless semiconductor company with design, development, and sales personnel in the Silicon Valley and Redbank, New Jersey, as well as a research and development facility in India. Our headquarters is in Fremont, California and we had 236 employees globally as of September 29, 2014. Strategic Relationship with Alcatel-Lucent On September 29, 2014, in connection with the financing described in greater detail below, we announced a collaboration with Alcatel-Lucent on ultra-broadband products. We anticipate the collaboration will have a material positive impact on our future operations. In furtherance of the collaboration, we executed a term sheet which outlines certain requirements, deliverables, milestones, payments and other funding under the collaboration as well as certain pricing terms pursuant to which Alcatel-Lucent would purchase products from us. While the term sheet is, for the most part, binding, the terms of the collaboration will be further detailed in one or more definitive agreements, and entry into such definitive agreements is one of several conditions necessary in order for us to receive almost all of the payments and other funding and to draw on the ALU Loan. Table of Contents Our expectation is that by leveraging the innovation and technical expertise of both companies, we will be able to offer differentiated ultra-broadband products to our entire customer base targeting the growing gigabit broadband market in a range of port configurations and deployment scenarios. As telcos plan their transition to VDSL, vectoring, and G.fast for faster broadband service to their subscribers, we believe the timing for these products is aligned with the needs of the market. Alcatel-Lucent is one of the top five vendors in the infrastructure xDSL access equipment market according to The Dell Oro Group. In the last 12 months, as the transition to VDSL has accelerated, Alcatel-Lucent has increased its market share in this segment. According to a second quarter 2014 report by The Dell Oro Group, Alcatel-Lucent held the top position in VDSL shipments, with 44% market share. On a cumulative basis since inception, Alcatel-Lucent has shipped close to 50 million VDSL2 ports, of which 7.6 million are VDSL2 vectoring ports. Alcatel-Lucent and Ikanos have a history of collaboration dating back to the mid-2000 s, where the Alcatel-Lucent 7330 ISAM product used an Ikanos (Conexant) chipset for deployments in a wide range of global carriers, including AT&T and Bell Canada. Many of those devices are still in use today. We believe that our new collaboration with Alcatel-Lucent will be an opportunity for us to renew our relationship as a key supplier to Alcatel-Lucent, and will validate our position in the xDSL Access market. We believe the collaboration will also enable us to increase our share in the Access market. Should Alcatel-Lucent decide to deploy products resulting from our collaboration, we believe our gateway products will also benefit as a result of carrier interest in minimizing interoperability risk when deploying new gear in consumer homes. In addition, end-to-end products from a single silicon vendor also provide an additional opportunity for customized features which allow carriers to differentiate the services they offer their customers. Recent Financing Transaction On September 29, 2014, we entered into a securities purchase agreement with the Tallwood Group and Alcatel-Lucent, pursuant to which we sold in the Private Placement $11.25 million and $5.0 million of our common stock to the Tallwood Group and Alcatel-Lucent, respectively, at $0.41 per share for aggregate gross proceeds of approximately $16.25 million. The price represented a 17% premium to the market price per share of our common stock on September 26, 2014, the trading day immediately prior to the date of the Private Placement. The Tallwood Group has also agreed to purchase an additional $11.25 million of our common stock in the Rights Offering or the Standby Purchase, as described above. In addition to Alcatel-Lucent s $5.0 million equity investment, on September 29, 2014, we also entered into the ALU Loan Agreement with Alcatel-Lucent, pursuant to which we may borrow up to $10.0 million subject to the terms and conditions set forth in the ALU Loan Agreement. In connection with the ALU Loan Agreement, we issued Alcatel-Lucent the Warrant to purchase up to 3,157,894 Warrant Shares of our common stock with an exercise price of $0.475 per share, 1,578,947 of which are exercisable at any time until November 30, 2017 and, subject to certain adjustments, 1,578,947 of which are exercisable at any time on or after the funding date of the loan, but in no event after November 30, 2017. The funding of the ALU Loan is conditioned upon us entering into a definitive collaboration agreement with Alcatel-Lucent. We have agreed to register for resale the shares of common stock acquired by Alcatel-Lucent in the Private Placement and the Warrant Shares. In addition, we have agreed to register for resale of shares of common stock acquired by the Tallwood Group in the Private Placement, the 31.6 million shares owned by the Tallwood Group prior to the Private Placement, and any shares purchased in the Rights Offering or the Standby Purchase. Both Alcatel-Lucent and the Tallwood Group also have piggyback registration rights. Table of Contents Reasons for the Rights Offering We are conducting the Rights Offering to raise additional capital to finance our business, and to give Recordholders the opportunity to purchase their pro rata share of our common stock at the same price as in the Private Placement so that, subject to the Over-Subscription Privilege, those Recordholders, if they exercise their Basic Subscription Rights in full, would maintain their pre-Private Placement ownership interest relative to the Tallwood Group. See Background of the Collaboration and Funding Plan. Strategic Alternatives From time-to-time in the past, we have engaged in discussions that could have resulted in the potential acquisition of our company. None of these discussions has led to a definitive agreement. Although we have recently engaged in such discussions with a party, no offer has been received from such party. We have terminated the discussions and we do not intend to engage in discussions with that party as we implement the Rights Offering and Standby Purchase contemplated by this prospectus. In addition, in connection with the Private Placement, we have agreed that we will not consummate an acquisition within six months following the Private Placement (with respect to Alcatel-Lucent) or the Rights Offering (with respect to the Tallwood Group) if such closing would result in short swing liability under Section 16(b) of the Exchange Act to Alcatel-Lucent or the Tallwood Group, as applicable. See Background of the Collaboration and Funding Plan. Corporate Information We were incorporated in 1999 in California as Velocity Communications and changed our name to Ikanos Communications in December 2000. When we reincorporated in Delaware in September 2005, we changed our name to Ikanos Communications, Inc. Our principal executive office is located at 47669 Fremont Boulevard, Fremont, California 94538. Our telephone number at that location is (510) 979-0400. Our website address is www.ikanos.com. This is a textual reference only. We do not incorporate the information on our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus. Background of the Collaboration and Funding Plan On September 29, 2014, we announced a collaboration with Alcatel-Lucent, the market leader in VDSL broadband access port shipments and vectoring deployments, for the development of ultra-broadband products. The collaboration is intended to address the growing ultra-broadband market, which includes various types of xDSL, vectoring and G.fast. We anticipate that the collaboration will have a significant positive impact on our future operations. In connection with the collaboration, we also announced a financing plan that includes the sale of common stock in a Private Placement to Alcatel-Lucent and the Tallwood Group, our largest investor group, as well as a Rights Offering that will allow our existing stockholders at the time of the Private Placement to invest, on a pro rata basis to the Tallwood Group, at the same price per share. Alcatel-Lucent and the Tallwood Group have, collectively, committed to provide to our company, subject to certain conditions, a total of $45 million in equity, loans and payments and other funding associated with the proposed collaboration. From time to time prior to the date of the Private Placement, our board of directors and members of our management team have considered various strategic opportunities intended to further the development of our business, including informally engaging in preliminary discussions and exchanging information under confidentiality agreements with other entities regarding various strategic alternatives such as business transactions and business combinations. These activities included consideration, beginning in July 2014, of a Table of Contents business combination with Company A discussed below. Management and our board of directors have also considered various financing methods and alternatives in order to raise additional capital necessary to run our business. At a meeting of our board of directors on January 28, 2014, management presented its 2014 Annual Operating Plan. Based on the operating plan, our board of directors concluded that we needed to explore various funding options because, under certain operating scenarios, we might need to raise additional funds no later than the fourth quarter of 2014 in order to continue our operations. Our board of directors authorized management to evaluate various funding options and report back to our board at a subsequent meeting. During 2013, we had a series of discussions with Alcatel-Lucent regarding our products and technology. In early February 2014, we had a further discussion with Alcatel-Lucent with respect to collaboration on ultra-broadband products. At that time, both parties indicated an interest in pursuing preliminary technical discussions regarding the integration of our technology into Alcatel- Lucent s ultra-broadband product development opportunities. In furtherance of those discussions, we entered into a bi-lateral confidentiality agreement and each party provided confidential information to the other party. The parties then commenced discussions concerning a collaboration, including the framework for a collaboration agreement between the two companies, which we refer to as the Proposed Collaboration. The first document resulting from the discussions was ultimately a term sheet defining certain key commercial terms, as described below. The term sheet is intended to be superseded by a comprehensive general purchase agreement, as well as a collaboration agreement detailing the terms of development, associated timelines, and key deliverables. In April 2014, Alcatel-Lucent stated that it would be willing to provide some form of funding to support the Proposed Collaboration, based in part on Alcatel-Lucent s analysis of our financial condition as detailed in our publicly-available filings with the SEC. Subsequently, on April 22, 2014, Alcatel-Lucent informed us that the Proposed Collaboration and Alcatel-Lucent s associated financing would be conditioned on the Tallwood Group providing equity funding in an amount at least equal to the total amount of funding to be provided by Alcatel-Lucent. In April 2014, management discussed with the Tallwood Group Alcatel-Lucent s condition to the Proposed Collaboration. The Tallwood Group indicated a willingness to consider supporting the Proposed Collaboration by making an additional investment in our company. At a meeting of our board of directors held on April 22, 2014, at which representatives of Pillsbury Winthrop Shaw Pittman LLP, or Pillsbury, outside counsel to our company, were present, management presented and our board of directors reviewed various potential strategic alternatives, including the Proposed Collaboration. Our board also determined that we needed to raise additional capital no later than early in the fourth quarter of 2014 in order to continue operations. Following the discussion, our board directed management to continue to evaluate several strategies for raising capital, including private offering, marketed public offering and debt financing alternatives, against the background of the associated time frames for implementing each type of financing. In light of (i) Alcatel-Lucent s requirement that the Tallwood Group make an additional equity investment to support the Proposed Collaboration, (ii) the Tallwood Group s willingness to consider such an investment, (iii) the Tallwood Group s significant ownership interest in us, and (iv) the Tallwood Group s three representatives on our board, our board determined that it was in the best interests of our company and our stockholders to form a special committee of independent and disinterested directors to negotiate the terms of any transaction in which the Tallwood Group would be a participant. Accordingly, our board of directors established a special committee consisting of three independent and disinterested directors who are not affiliated with the Tallwood Group: Danial Faizullabhoy, Jason Cohenour and Frederick Lax. Our board of directors authorized the Table of Contents special committee to, among other things, (i) negotiate the structure, price, terms and conditions of any public and/or private offering and to take any and all other actions as the special committee deemed necessary or appropriate in order to implement the issuance and sale of the common stock, (ii) approve, in its sole discretion, any proposed transaction in which Alcatel-Lucent and/or the Tallwood Group would participate, together with any other strategic or commercial transaction involving Alcatel-Lucent and/or the Tallwood Group and our company, and (iii) retain legal and financial advisors to the special committee. The special committee was not authorized to review, and did not review, the potential business combination with Company A described below. On April 25, 2014, representatives of Alcatel-Lucent, the Tallwood Group and management met at the Tallwood Group s office in Menlo Park, California, to discuss the Proposed Collaboration and potential structures and associated timing for an investment by Alcatel-Lucent and the Tallwood Group in support of the Proposed Collaboration. At this point, the parties discussed an equity financing commitment from each of Alcatel-Lucent and the Tallwood Group in the range of $10-12.5 million, for aggregate gross proceeds to us of $20-25 million. At a meeting of the special committee later on April 25, 2014, management updated the special committee on its discussions with the parties earlier that day. The special committee authorized management to continue its discussions with Alcatel-Lucent and the Tallwood Group and to explore various funding options and methods to raise capital in support of the Proposed Collaboration against the background of associated timing considerations. On May 2, 2014, management and Pillsbury met with the Tallwood Group and its counsel, Latham & Watkins LLP, or Latham, to discuss various funding structures and timing considerations. At that meeting, Latham and the Tallwood Group suggested an equity investment structured as a private placement followed by a rights offering so that all of our existing stockholders would have the opportunity to maintain their relative percentage ownership interest in our company with respect to the Tallwood Group, subject only to dilution arising from any equity investment by Alcatel-Lucent and other future issuances of equity. The parties discussed the fact that, depending on the size of the rights offering, it might be necessary to solicit stockholder approval to increase the number of authorized shares of common stock in order to achieve the goal of providing stockholders with an opportunity to maintain their full ownership interest relative to the Tallwood Group through participation in the rights offering (subject to any Over-Subscription Privilege). The parties also discussed the fact that the private placement could be closed relatively quickly, raising needed capital in the near-term, and that a rights offering would take longer to close because it was subject to the SEC s review process. During May 2014, management continued to analyze various funding options and structures, and associated timing considerations. Management also continued to meet with the special committee to discuss the various funding options and to update the special committee on the status of discussions relating to the Proposed Collaboration with Alcatel-Lucent. Management discussed with the special committee various structures, including an offering to the public generally, a private placement to the Tallwood Group and Alcatel-Lucent followed by a rights offering to all stockholders, and a convertible note offering, as well as the timing considerations related to each of the various structures. Management also discussed with the special committee the number of shares available for issuance in any funding scenario, and NASDAQ requirements and restrictions with respect to potential funding structures. NASDAQ restrictions included a requirement that, in light of the Tallwood Group s ownership position with respect to our company and the number of shares that would be required for the amount of financing that Alcatel-Lucent was requiring, the purchase price for the shares of our common stock could be no less than the greater of book value or market value on the day of the proposed private placement. Management and the special committee noted that this requirement would apply in our case despite the fact that many private offerings for public companies were priced at a discount to the market price. Accordingly, management and the special committee determined that a price equal to or greater than market would need to be negotiated with both Alcatel-Lucent and the Tallwood Group. Table of Contents The special committee met on May 2, May 7, May 9, May 10, May 21, and May 22, 2014, which we refer to as the May Meetings, to discuss various methods for raising capital, and the benefits and limitations of each of those financing methods, including timing considerations. On May 16, 2014, the special committee engaged Fenwick & West LLP, or Fenwick, as its independent legal counsel to advise the special committee with respect to the proposed transactions. At the May Meetings, the special committee considered the impact that Alcatel-Lucent s requirement that the Tallwood Group participate equally with Alcatel-Lucent in any financing would have on our other stockholders. The special committee also considered NASDAQ requirements as to pricing of a private placement. After considering all of these factors, the special committee determined to adopt a proposal that we provide our public stockholders an opportunity through a rights offering to purchase their pro rata share of our company s common stock at the same price as the private placement so that if they exercise their Basic Subscription Rights in full they will, subject to the Over-Subscription Privilege, maintain their ownership interest relative to the pre-Private Placement ownership of the Tallwood Group. Representatives of Pillsbury were present at the meetings on May 7, May 9, and May 22, and representatives of Fenwick were present at the meetings on May 21 and May 22. During this time, management held several separate conversations with Alcatel-Lucent and the Tallwood Group with respect to the form of investment and the concept of pricing a private placement at the same price as a rights offering. During these discussions, Alcatel-Lucent indicated an interest in increasing its investment to $15 million if the Tallwood Group would do the same, which the Tallwood Group agreed to consider. By late May 2014, management and the special committee had identified a structure consisting of a private placement to Alcatel-Lucent and the Tallwood Group in order to provide our company with capital meeting our short-term needs, followed by a rights offering which would provide stockholders at the time of the private placement an opportunity to purchase their pro rata share of our common stock at the same price as the private placement so that if those stockholders exercise their Basic Subscription Rights in full they will, subject to the Over-Subscription Privilege, maintain their ownership interest relative to the pre-Private Placement ownership of the Tallwood Group. In light of Alcatel-Lucent s condition that the Tallwood Group invest the same amount as Alcatel-Lucent, management suggested a structure where the Tallwood Group would serve as a committed standby purchaser in the rights offering. As a standby purchaser, the Tallwood Group would have a contractual obligation to purchase, in a subsequent private placement, any shares of our common stock that were not purchased in the rights offering by other stockholders, up to the Tallwood Group s total commitment of $15 million including the Tallwood Group s private placement purchase, pursuant to a standby purchase agreement. The use of this standby structure would allow existing stockholders the opportunity to participate on a pro rata basis in the rights offering, offsetting the dilution from the Tallwood Group s equity investment, and would provide us additional equity funding. The special committee and management continued to consider an appropriate pricing structure based on discussions with Alcatel-Lucent and the Tallwood Group, taking into account applicable NASDAQ regulations. At the special committee s meeting on May 22, 2014, at which representatives of Fenwick and Pillsbury were also present, management provided to the special committee initial drafts of term sheets for each of Alcatel-Lucent and the Tallwood Group that included, among other things, a $15 million equity investment by each of Alcatel-Lucent and the Tallwood Group, with a funding structure that provided for a private placement followed by a rights offering at the same price. Although the draft term sheets did not indicate a price per share for our common stock, the term sheets stated that the price per share would be equal to or greater than the greater of book or market value in accordance with NASDAQ regulations. The special committee also directed management to obtain fee estimates from three financial advisors identified by the special committee for an engagement to provide the special committee with financial analysis to assist it in determining the price of the private placement and the rights offering, and indicated that the special committee would select and retain a financial advisor after reviewing the proposals. Table of Contents On May 23, 2014, management sent draft term sheets with the terms and funding structure approved by the special committee to Alcatel-Lucent and the Tallwood Group. On May 26, 2014, the Tallwood Group provided its initial feedback to the term sheet with respect to registration rights and fees of its counsel. On May 28, 2014, Alcatel-Lucent and the Tallwood Group discussed the Proposed Collaboration and funding commitment, as well as possible structures for the funding. On May 30, 2014, the special committee met with management and Fenwick. Management reported on the status of negotiations, as well as the potential structure of the funding, including the possible issuance of preferred stock, change of control considerations, and rights offering mechanics. The special committee provided direction on these issues and authorized management to continue its discussions with Alcatel-Lucent and the Tallwood Group. On June 4, 2014, management began initial financial due diligence discussions with Alcatel-Lucent. On June 6, 2014, the special committee met with management and Fenwick. GCA Savvian Advisors, LLC, or Savvian, was also present for a portion of the meeting. Management reported on the continued negotiations with Alcatel-Lucent and with the Tallwood Group. Management also reported on proposals it had obtained from the three financial advisory firms previously identified by the special committee. Following the meeting, the special committee engaged Savvian for the limited purpose of providing financial analyses to assist in the pricing of the private placement and the rights offering by the special committee, including an analysis of stock price trading multiples for companies similar to us but that were well capitalized and did not have a need for capital in the near term. Savvian was not engaged by the special committee to provide a fairness opinion in connection with the private placement or the rights offering, nor was it engaged to assist with the exploration of other strategic alternatives, such as the sale of our company. On June 10, 2014, management provided updated term sheets to Alcatel-Lucent and the Tallwood Group providing for equity investment of $15 million each. On June 13, 2014, representatives of Savvian met with the special committee and Fenwick and presented a summary of stock price trading multiples for companies similar to us but which were well-capitalized and not in need of equity financing in the near term. Savvian noted that it thought that our then current trading valuation was depressed by near-term financial liquidly concerns (as well as the fact that we had recently provided guidance that reduced expected revenue for the next quarter) and our trading price did not necessarily reflect our fundamental prospects. Savvian noted that it thought that by completing a financing round that fully funded our required development efforts, our financial liquidity concerns could abate and the market could re-assess our stock valuation using multiples of operating metrics similar to those of comparable companies without near-term liquidity concerns. Based on this analysis, Savvian calculated a potential valuation range that the special committee could consider for pricing the private placement and rights offering that would reflect a premium to the current market price of our common stock and a discount to the potential future value of our common stock if the market valued our common stock based on similar multiples. Based on the number of shares of our outstanding common stock and the implied shares to be issued, the range was equivalent to $0.43 to $0.84 per share. On June 24, 2014, the special committee met with management. Management updated the special committee on its discussions with Alcatel-Lucent and the Tallwood Group, and Savvian provided the special committee with an updated analysis of potential pricing of the private placement and rights offering. In late June and early July 2014, management and Alcatel-Lucent continued to engage in financial diligence discussions. Table of Contents On July 1, 2014, Alcatel-Lucent discussed with the Tallwood Group its continued commitment to forming a strategic relationship with our company, and indicated that it might change the structure of its funding to provide more security for a significant portion of its investment. Thus, Alcatel-Lucent expressed its intention to reduce the relative size of its equity investment, and to fund a portion of its investment through a secured loan. The parties also discussed the timing for raising additional funds. After the call, the Tallwood Group provided a summary of its discussion with Alcatel-Lucent to management, noting that the new funding structure would be less dilutive to stockholders. In discussions unrelated to the foregoing potential transactions, Mr. Tahernia and executives from Company A held business discussions on July 2, 2014. The discussions were wide ranging and included a potential acquisition of us by Company A. Mr. Tahernia discussed the inquiry concerning an acquisition of us with Mr. Diosdado Banatao, our Chairman of the Board, the next day and Mr. Banatao encouraged Mr. Tahernia to meet with Company A again in order to better gauge Company A s level of interest. On July 10, 2014, Alcatel-Lucent provided its written response to the June 10 term sheet. Alcatel-Lucent s comments included a proposed $15 million funding package from Alcatel-Lucent, consisting of a $5 million equity investment and a $10 million secured loan with a first priority lien on all of our intellectual property. At our option, the proposed loan could be repaid in the form of future chip set sales resulting from the Proposed Collaboration. In its July 10 written response, Alcatel-Lucent also proposed that we issue Alcatel-Lucent a warrant to purchase an unspecified number of shares of our common stock in connection with the loan commitment. Following further negotiation regarding the other terms of the loan agreement, the parties agreed to the equivalent of 15% coverage of the principal amount of the loan, or a warrant to purchase up to approximately 3.2 million shares of our common stock. Finally, although we had discussed with Alcatel-Lucent providing to Alcatel-Lucent a board seat when the structure provided for a larger equity investment, in light of the new structure and the reduction of its equity investment, Alcatel-Lucent instead requested observer rights with respect to our board. Also on July 10, 2014, Mr. Tahernia met with members of Company A s management and discussed Company A s potential interest in an acquisition of us. Mr. Tahernia advised Company A that we were in discussions with other parties regarding a collaboration and a financing. Mr. Tahernia also suggested to Company A that it could participate in our financing transaction together with the other parties. On July 11, 2014, management and Alcatel-Lucent met to discuss various funding structures and conduct due diligence. Also on July 11, 2014, our board of directors met and management updated our board on the status of discussions with Alcatel-Lucent and the Tallwood Group, and our near-term need for capital. Our board of directors also considered the discussions that had occurred with Company A. Following discussion, our board of directors authorized management to enter into due diligence discussions with Company A. A representative of Pillsbury was present at the meeting. On July 14, 2014, the special committee met and management updated the special committee on the progress of negotiations with Alcatel-Lucent regarding the terms of its proposed investment and the collaboration. The special committee discussed, among other matters, that the new structure proposed by Alcatel-Lucent would be less dilutive to stockholders. Representatives of Fenwick were also present at the meeting. On July 15, 2014, Alcatel-Lucent and the Tallwood Group discussed certain changes proposed by Alcatel-Lucent in the structure of the financing, including Alcatel-Lucent s demand that a term sheet for a collaboration be in place in order for Alcatel-Lucent to make an equity investment in our company. The parties also discussed whether Alcatel-Lucent s loan would be subordinated to our other debt and the risks of an unsuccessful rights Table of Contents offering in light of the amount that we needed to raise in order to support the Proposed Collaboration. The Tallwood Group expressed concern over the time that had passed while negotiations and discussions continued, and our need for funding in the relatively near future. From July through September, Company A intermittently conducted due diligence on a number of occasions. On July 17, 2014, management sent to Alcatel-Lucent comments to Alcatel-Lucent s July 10, 2014 response to the term sheet that, among other terms, accepted Alcatel-Lucent s proposal to make a $5 million equity investment and a $10 million secured loan, which would be matched by a $15 million equity investment by the Tallwood Group, and agreed in concept to Alcatel-Lucent s request for a board observer. On July 18, 2014, Alcatel-Lucent and the Tallwood Group discussed the status of the negotiations. On July 22, 2014, management updated our board of directors on the status of the Proposed Collaboration and the funding plan consisting of a private placement, rights offering and Alcatel-Lucent s $10 million loan. A discussion of the status and our need for capital in the near term followed. Management also updated our board of directors on the status of the discussions with Company A regarding a potential acquisition. Our board of directors authorized management to continue discussions with Company A, to share with Company A our financing plans and to inquire as to Company A s interest in participating in the proposed financing. On July 28, 2014, Alcatel-Lucent and the Tallwood Group discussed possible structures. Alcatel-Lucent expressed concern that the amount to be raised in the rights offering was not guaranteed and it wanted assurances, as a condition to entering into a collaboration, that at least $45 million of funding would be raised. Following discussion, Alcatel-Lucent and the Tallwood Group focused on a structure in which the Tallwood Group would invest $22.5 million in equity, Alcatel-Lucent would provide $5 million in equity and a $10 million loan, as well as payments and other funding associated with the proposed collaboration agreement to bring the total amount of funding provided by Alcatel-Lucent to $22.5 million, and other existing stockholders would have the opportunity to participate in a rights offering to provide the potential for additional equity investment in our company and thereby avoid dilution to the existing stockholders. On July 31, 2014, Mr. Tahernia held additional discussions with Company A, and Company A expressed a desire to continue its due diligence. Following the conversations with the Tallwood Group on July 28, 2014, on August 8, 2014, Alcatel-Lucent informed management that it wanted to change its proposal for the funding. Alcatel-Lucent proposed a funding structure that included a funding commitment of $22.5 million by each of Alcatel-Lucent and the Tallwood Group, consisting of a $22.5 million equity investment by the Tallwood Group and a combination of $5 million in equity, a $10 million loan with warrant coverage, and $7.5 million of payments and other funding associated with the proposed collaboration. Later that day, the special committee met with management and Fenwick. Management updated the special committee on the status of the negotiations. The special committee discussed our cash needs and possible alternative funding sources or structures should the parties not be able to reach an agreement on the overall funding structure with Alcatel-Lucent and the Tallwood Group. On August 15, 2014, the Tallwood Group met with Company A and reiterated that Company A could participate in an equity financing as an alternative or precursor to an acquisition. Company A indicated that it was not interested in participating in an equity financing. The Tallwood Group communicated Company A s position on equity funding to management. Table of Contents On August 19, 2014, the special committee met and management updated the special committee on Alcatel-Lucent s most recent funding proposal. The special committee authorized management to continue discussions with Alcatel-Lucent and the Tallwood Group and provided management with a framework for negotiating the private placement price with Alcatel-Lucent and the Tallwood Group at a premium to the recent trading prices of our common stock. Representatives of Fenwick and Pillsbury were also present at the meeting. On August 20, 2014, the special committee met with management, Fenwick, Pillsbury and Savvian. Management updated the special committee on its discussions with Alcatel-Lucent and the Tallwood Group regarding the terms and structure of the proposed funding. Savvian updated its analysis to reflect the current stock price, consensus analyst projections, the target amount to be raised, and our most recently forecasted revenue growth relative to our peer group. For purposes of this analysis, Savvian assumed that we had a fully-funded plan and achieved our growth objectives. Using these assumptions, Savvian provided an analysis which illustrated the potential effect of a private placement and related rights offering at a price range of $0.70 to $0.90 per share. After discussion, the special committee authorized management in conjunction with Savvian to negotiate with the Tallwood Group a purchase price for the private placement in a price range of $0.75 and $0.85 per share. On August 21, 2014, management and Savvian met with the Tallwood Group and management made a proposal to price the private placement and rights offering at $0.80 per share. The Tallwood Group responded by asking Savvian to perform additional analysis of enterprise value and revenue multiples of companies similar to ours. At the time, our common stock was trading at $0.31 per share. The Tallwood Group also indicated that it would do its own analysis of pricing of private placements by companies in situations similar to ours. On August 25, 2014, Alcatel-Lucent and the Tallwood Group discussed the timing of the transaction and the possibility of setting up an in person meeting to help finalize terms. On the same day, management delivered to the Tallwood Group the information it had requested and as part of the presentation, proposed a price of $0.77, which was within the price range previously approved by the special committee. On August 26, 2014, Alcatel-Lucent and the Tallwood Group agreed to meet in person on August 28, 2014. The Tallwood Group also confirmed with our current lender its commitment to maintain a line of credit for us of at least $10 million. Prior to the closing of the private placement, management negotiated with the lender a commitment to extend its existing accounts receivable-backed line of credit with us for three years at $20 million. On August 28, 2014, management, Alcatel-Lucent and the Tallwood Group met at Alcatel-Lucent s corporate offices to discuss the structure, timing and investment levels of the proposed financing. Alcatel-Lucent continued to maintain that funding of $22.5 million from each of Alcatel-Lucent and the Tallwood Group would be a condition to its participation in a commercial arrangement with us. The Tallwood Group indicated that, while it did not originally intend to commit to that amount of funding, the Tallwood Group would consider raising its funding commitment to $22.5 million. On August 29, 2014, management provided Alcatel-Lucent with an updated term sheet that reflected a funding structure of a private placement followed by a rights offering, with Alcatel-Lucent and the Tallwood Group contributing aggregate funding of $22.5 million each. On September 6, 2014, management and the Tallwood Group discussed pricing of the common stock in the private placement and the rights offering. The Tallwood Group expressed the view that the price suggested by the special committee s proposal based on trading multiples of other companies was theoretical and not supported by the current market price or our recent performance, and expressed concern that the rights offering would not raise sufficient funds at a price of $0.77 per share. The Tallwood Group also noted that private placements by public Table of Contents companies are typically done at a discount to the current trading price and suggested that management gather data to determine what premiums or discounts to the trading price had been paid in similar private investments in public equities, or PIPES. The Tallwood Group then made a counter-proposal that the private placement and rights offering be priced at a 15% premium to the then current trading price of our common stock of $0.33 per share, or $0.38 per share. The special committee requested that Savvian provide the analysis requested by the Tallwood Group, and on September 8, 2014, Savvian provided the special committee with a survey of 37 comparable PIPEs completed since 2013 across multiple industry segments that raised less than $250 million. The survey noted that the average and median prices of those transactions were at a 5.9% discount and a 1.7% discount, respectively, to the then current trading price. Based on our trading price of $0.33 at the time, this would have resulted in a prices of $0.31 and $0.32 per share. The survey also noted that 15 of the 37 transactions were priced at a premium, ranging from 0.2% to 20%, with an average and median premium of 6.4% and 4.7%, respectively. Based on our trading price of $0.33 at the time, this would have resulted in prices of $0.35 and $0.345 per share, respectively. Representatives of Fenwick were present at the meeting on September 8, 2014. Also on September 8, 2014, management and Savvian presented to the special committee an analysis comparing a $0.77 per share offer price to the $0.38 per share offer price reflecting a 15% premium to market price suggested by the Tallwood Group. Management and Savvian noted that the $0.38 pricing would more likely secure the backing of the Tallwood Group, and that the pricing level would make participation by existing stockholders in the rights offering more likely. The special committee requested that Savvian prepare a survey of only those PIPEs involving affiliates. On September 10, 2014, Savvian provided an updated survey of private placements with affiliated investors. The transactions with affiliated investors reflected a wide range from a 35.7% discount to a premium of 20%, had a mean price reflecting a 2.7% discount and a median price reflecting a 1.6% premium, of which both indictors were well below the 15% premium proposed by the Tallwood Group. Based on our trading price of $0.34 at the time, this would have resulted in prices of $0.33 to $0.34 per share, respectively. On September 10, 2014, the special committee met with representatives of management, Fenwick and Savvian and reviewed the survey of pricing metrics for PIPEs prepared by Savvian. Taking this survey data into account, the special committee determined that it would be able to approve a price based on a reasonable premium to the trading price of our common stock as long as the rights offering included enough shares to permit our public stockholders which exercised their rights in full (subject to any Over-Subscription Privilege) at the same price paid by the Tallwood Group to maintain their relative ownership in our company with respect to the Tallwood Group. After further discussion, the special committee approved a structure in which the private placement with the Tallwood Group and Alcatel-Lucent would be made at a price per share equal to the greatest of (i) $0.40 (reflecting a 21% premium to the $0.33 closing price on September 9, 2014), (ii) 115% of the volume weighted average closing price of our common stock on NASDAQ over the 10 trading days prior to the private placement, and (iii) the greater of book value or fair market value on the day of the private placement in order to comply with the applicable NASDAQ rules. The special committee directed management to convey the proposal to the Tallwood Group and Alcatel-Lucent. Consistent with this direction, management reviewed with the special committee an analysis indicating that, in light of the proposed per share purchase price for the private placement and the rights offering, the number of shares needed in order to permit existing stockholders other than the Tallwood Group to maintain their relative ownership with respect to the Tallwood Group if those stockholders purchased their full pro rata share in the rights offering (including any Over-Subscription Privilege), the number of authorized shares in our certificate of incorporation would need to be increased. Later that day, management communicated to the Tallwood Group the special committee s proposed pricing structure. Table of Contents On September 12, 2014, Alcatel-Lucent and the Tallwood Group discussed the proposed terms of Alcatel-Lucent s loan, the rights offering mechanics, and the pricing structure proposed by the special committee and related NASDAQ requirements. Also on September 12, 2014, our board of directors met with management and Pillsbury and discussed a number of matters, including the status of our operations and cash position, and the status of the negotiations with Alcatel-Lucent and the Tallwood Group. Among the matters discussed were the benefits of increasing the size of the rights offering in order to allow existing stockholders who purchase their pro rata share in the rights offering to avoid dilution relative to the Tallwood Group, subject to the Over-Subscription Privilege in the rights offering. Management also updated our board of directors on the status of discussions with Company A. Our board discussed our immediate need for capital, the significant importance of the Proposed Collaboration and related funding to our business strategy and operations and the extremely early stage of the discussions with Company A compared to the near-term possibility of closing the transactions with Alcatel-Lucent and the Tallwood Group. Our board of directors considered whether there were other strategic alternatives available to the company that were likely to result in a better outcome for our stockholders than the transactions under consideration. After consideration of these and other matters, our board of directors (excluding Mr. Banatao, who did not attend the meeting, and Mr. Pavlov, who abstained from voting due to his affiliation with the Tallwood Group) authorized management to proceed with negotiation and finalization of definitive documentation based on the status of the negotiations with Alcatel-Lucent and the Tallwood Group but to continue discussions with Company A. On September 15, 2014, Alcatel-Lucent agreed to the special committee s proposal to price the private placement and the rights offering at a price per share equal to the greatest of (i) $0.40, (ii) 115% of the volume weighted 10-day average closing price of our common stock on NASDAQ, and (iii) the greater of book value or fair market value on the day of the private placement. On September 16, 2014, the Tallwood Group agreed to the same pricing formula subject to any significant change in the trading price of our common stock prior to the closing of the private placement. The special committee met with representatives of Fenwick present on September 17, 2014, to discuss the status of the negotiations. In light of the potential for the Tallwood Group, depending on the extent to which the other stockholders participate in the rights offering, to increase its ownership of our capital stock to more than 40% and possibly more than 50% of the outstanding voting stock, due to Alcatel-Lucent s requirement that the Tallwood Group commit to purchase $22.5 million of our common stock, the special committee instructed Fenwick to seek an agreement from the Tallwood Group that it vote any shares held in excess of 35% of our outstanding voting stock in the same proportion as the shares voted by all stockholders which are not affiliated with the Tallwood Group for a period of 10 years. Fenwick, Latham, the Tallwood Group and a representative of the special committee subsequently engaged in a series of negotiations regarding these voting provisions. The Tallwood Group noted that it was under no such voting prohibition at the present time and that in connection with its initial investment in 2009, the Tallwood Group had only agreed to vote shares in excess of 35% proportionately for a period of three years. The Tallwood Group proposed that, in light of the significant financial commitment that it was being required to make to meet Alcatel-Lucent s conditions to the Proposed Collaboration, the Tallwood Group should at most be required to vote shares in excess of 39.9% proportionately for a period of three years from the closing of the private placement. Following further negotiations between the special committee and the Tallwood Group, the parties agreed that the Tallwood Group would agree to vote shares in excess of 37.5% proportionately for a period of five years from the closing of the private placement. Table of Contents On September 18, 2014, management met with Company A to further due diligence discussions, and informed Company A that we were close to closing the private placement. Management highlighted our immediate need for additional financing to continue our operations and the potential strategic and operational benefits to us resulting from the Proposed Collaboration with Alcatel-Lucent. Management informed Company A that if we proceeded with the transactions, we would need to terminate discussions with Company A. Management shared with Company A the expected timing of the execution of the transaction documents, and that the private placement would be followed by a subsequent rights offering. At the meeting, Company A once again did not express any interest in participating in the financing and did not make any proposal with respect to a potential acquisition of us. Rather, Company A asked that we allow Company A to conduct a single additional diligence session the next day. On September 19, 2014, Company A engaged in further engineering-related due diligence. Company A did not, following that additional due diligence session, make a proposal for either a financing or an acquisition of us. On September 23, 2014, the special committee met together with management and representatives of Fenwick and Pillsbury. Although the potential business combination with Company A was outside of the special committee s charter, management updated the special committee on the status of discussions with Company A and informed the special committee that management had no expectation that Company A would make any proposal prior to the proposed closing of the transactions that would present a viable alternative for the board to consider. Accordingly, management planned to propose to our board of directors that discussions with Company A should be suspended pending completion of the private placement, when such discussions should be terminated. The special committee then discussed the various components of the proposed financing, including the private placement, the purchase price, the subscription price in any rights offering to be approved by our full board of directors, and the standby purchase. After discussion, including consideration of the other options available to our company, the special committee approved the Private Placement, the price per share of our common stock to be sold in the Private Placement and in the Rights Offering, the Standby Agreement, and the Stockholder Agreement with the Tallwood Group, which incorporated the proportional voting requirements described above. The special committee was also informed of the status of the discussions with Alcatel-Lucent regarding the Proposed Collaboration but took no action with respect to such collaboration or with respect to a potential acquisition transaction with Company A, as each such matter was to be reviewed by the full board of directors. Also on September 23, 2014, following the special committee meeting, our board of directors (excluding Mr. Banatao, who did not attend the meeting) met together with representatives of our management and Pillsbury to consider the actions taken by the special committee at its meeting, including the approval of: the Private Placement, the price per share at which our common stock would be sold in the Private Placement and the Rights Offering, the Standby Agreement and the Stockholder Agreement with the Tallwood Group. Members of the special committee summarized for the other members of the board the approvals made by the special committee at its preceding meeting, the extensive deliberations of the special committee that preceded such approvals, the reasons for such approvals, and noted that the special committee had acted unanimously, and conveyed to the other board members the support of the special committee members for taking all remaining actions necessary to implement the Private Placement, the Rights Offering and the other transactions, agreements and matters approved by the special committee. Our board of directors then discussed our immediate need for capital, the terms and conditions of the overall financing and related documents, and the significant importance of the Proposed Collaboration with Alcatel-Lucent to our future prospects. The board also discussed the absence of alternative financing or other strategic prospects, including that no proposal had been received from Company A regarding a potential acquisition, and that there was no expectation that Company A would be in a position to make a proposal, or that any such Table of Contents proposal, if made, would present an acceptable alternative to consider in light of the advanced stage of the negotiations with respect to the Proposed Collaboration and the associated funding, our immediate need for cash, and the significant strategic importance to our company of the Proposed Collaboration. After an extended discussion, our board members present at the meeting (excluding Mr. Pavlov, who abstained from voting due to his affiliation with the Tallwood Group) unanimously approved: (i) the Rights Offering at the Subscription Price, (ii) the issuance of shares of common stock in the Private Placement, the Rights Offering and the Standby Purchase, (iii) the ALU Loan Agreement, (iv) the Warrant, and (v) the term sheet. In addition, our board members present at the meeting unanimously approved an amendment to our certificate of incorporation to increase the number of shares of authorized common stock in order to achieve the goal of providing stockholders with an opportunity to maintain their full ownership interest relative to the Tallwood Group through participation in the Rights Offering (subject to the Over-Subscription Privilege in the rights offering), and the submission of that amendment to our stockholders for their approval at a special meeting to be held prior to commencement of the Rights Offering. In addition, our board approved an increase in the number of shares available for issuance under our current equity plan and the individual annual limits thereunder in order to, among other uses, provide flexibility to grant equity awards to our employees following the closing of the Private Placement and the Rights Offering Following those approvals, our board of directors directed management to terminate discussions with Company A upon closing the Private Placement. On September 24, 2014, our board of directors met to consider a provision in the stock purchase agreement proposed by Alcatel-Lucent which would prohibit us from consummating a sale of our company within six months following the closing of the Private Placement if such consummation would result in short swing liability to Alcatel-Lucent under Section 16(b) of the Securities Exchange Act of 1934, if applicable. Management and representatives of Pillsbury were also present at the meeting. Following discussion of the potential implications of the provision and consideration of the status of discussions with Company A, our board of directors (excluding Mr. Banatao, who did not attend the meeting, and Mr. Pavlov, who abstained from voting due to his affiliation with the Tallwood Group) approved the provision. On September 25, 2014, the special committee approved the same provision with respect to the Tallwood Group. In connection with the private placement and the rights offering, management and the compensation committee of our board of directors, or the Compensation Committee, discussed on several occasions, including the Compensation Committee meeting on September 23, 2014, the effect of those sales of our common stock on employee incentives. On September 26, 2014, management discussed with the Compensation Committee the impact the significant dilution arising from the Private Placement and Rights Offering would have on employee retention and morale. The Compensation Committee discussed possible approaches to addressing employee retention, including the grant of additional equity awards in the near term, and the need to obtain stockholder approval to increase both the number of shares available for issuance under our current equity plan and the individual annual limits under our equity plan. The Compensation Committee also discussed proposed public disclosure of our expectation that we would grant options to employees. The Compensation Committee discussed that, while it desired to provide assurance that dilution would be assuaged to employees, it did not want to grant equity incentives to employees until such time the Rights Offering was completed so it could calculate actual dilution to employees and could be assured that the price at which equity incentives were granted reflected all contemplated transactions. On September 28, 2014, the Compensation Committee met to discuss and review a draft disclosure to be included in the press release and Form 8-K announcing the Private Placement and related transactions with Alcatel-Lucent and the Tallwood Group, which described our general expectations with respect to the grant of equity awards to our employees and executive officers shortly after completion of the Rights Offering in order for our employees and executive officers to maintain their ownership percentage at a level generally commensurate with their ownership percentage immediately prior to the Private Placement, and to make Table of Contents performance-related grants to certain executives at the same time, subject to stockholder approval of an increase in the number of authorized share of our common stock and an increase in the number of shares reserved for issuance under our equity plan, with individual grants subject to approval by our Compensation Committee. We subsequently determined that we would grant the awards following the termination of the Rights Offering, with any options granted priced at the greater of the subscription price in the Rights Offering and the closing price of our common stock on the date on which the Rights Offering terminates. We also focused on our existing stock options and determined that almost all are significantly out of the money. We therefore determined that, following the Rights Offering and subject to the approval of our stockholders, we will offer a stock option exchange program to our employees and members of the board directors in order to encourage retention and engagement. The stock option exchange program will permit eligible employees and members of the board of directors to exchange certain outstanding stock options (vested or unvested) granted prior to January 1, 2014 with exercise prices equal to or greater than $0.41 per share, which we refer to as the Eligible Options, in exchange for a new stock option priced at fair market value on the date of grant, which will promptly follow the expiration of an exchange offer. We refer to these new awards as the Replacement Awards. With minor exception described in the next paragraph, each Replacement Award would be granted for the same number of shares as the underlying Eligible Option surrendered, except that the Replacement Award for our Chief Executive Officer, any officer who reports directly to our Chief Executive Officer and any member of the board of directors will be for 80% of the number of shares subject to the Eligible Option that is surrendered. Each Replacement Award will vest on a monthly basis over periods of 12-48 months, depending on the extent to which an Eligible Option has vested. For the Eligible Options that were granted to our Chief Executive Officer in 2012 as an inducement to accept employment but not pursuant to our stockholder approved equity plans, our Chief Executive Officer will be granted a Replacement Award for 80% of the number of shares subject to the Eligible Option surrendered. These options will vest (a) for shares that had previously been subject to certain performance targets under the Eligible Option, quarterly over one year after the stock price performance target is achieved, and (b) for shares that had previously been subject to time vesting, ratably on a monthly basis over 36 months. All Replacement Awards will have a new seven year term commencing on the date of grant. The stock option exchange program was approved by our stockholders on November 21, 2014. On September 29, 2014, we completed the Private Placement at $0.41 per share, or 115% of the 10-day weighted average closing price of our common stock on September 26, 2014, the last trading day prior to the closing date of the Private Placement, for aggregate gross proceeds of $16.25 million. In addition, we entered into the other transaction documents, issued the Warrant, and executed the term sheet, which outlines certain requirements, deliverables, milestones, payments and other funding under the collaboration, as well as certain pricing terms pursuant to which Alcatel-Lucent would purchase products from us. While the term sheet is, for the most part, binding, the terms of the collaboration will be further detailed in one or more definitive agreements, and entry into such definitive agreements is one of several conditions necessary in order for us to receive almost all of the payments and other funding, and to draw on the ALU Loan. By letter dated September 30, 2014, we terminated discussions with Company A concerning an acquisition of us. No proposal has been received from Company A regarding a potential acquisition or any other transaction. On November 21, 2014, our stockholders approved an amendment to our certificate of incorporation to increase the number of authorized shares of our common stock from 200 million to 425 million. Following the amendment of our certificate of incorporation, we increased to 144,925,083 the number of shares of our common stock purchasable pursuant to the exercise of Subscription Rights. Table of Contents The Rights Offering Securities to be offered by us We are distributing to you, at no charge, one non-transferable Subscription Right for every share of our common stock that you owned on the Record Date, either as a holder of record or, in the case of shares held of record by brokers, banks, or other nominees, on your behalf, as a beneficial owner of such shares. Size of Offering 144,925,083 shares. Subscription price $0.41 per share. Record date September 26, 2014. Subscription right Each Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege. Basic subscription rights The Basic Subscription Rights will entitle you to purchase 1.459707 shares of common stock at the Subscription Price. You may exercise all or a portion of your Basic Subscription Rights or you may choose not to exercise any Subscription Rights at all. Over-subscription privilege If you exercise your Basic Subscription Rights in full, you may also choose to purchase a portion of any shares that are not purchased by our other stockholders through the exercise of their Basic Subscription Rights. You may subscribe for shares pursuant to this Over-Subscription Privilege, subject to proration and regulatory limitations described below. No fractional shares Fractional shares will not be issued upon the exercise of the Subscription Rights. Fractional shares of common stock resulting from the exercise of the Subscription Rights will be eliminated by rounding down to the nearest whole share, with the aggregate subscription payment being adjusted accordingly. Expiration date The Subscription Rights will expire at 5:00 p.m., Eastern Time, on , 2014. We reserve the right to extend the expiration date in our sole discretion. Procedure for exercising subscription rights To exercise your Subscription Rights, you must take the following steps: If you are a record holder of our common stock, you must deliver payment and a properly completed Rights Certificate to the Subscription Agent to be received before 5:00 p.m., Eastern Time, on , 2014. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using registered mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank, or other nominee, you should Table of Contents instruct your broker, dealer, custodian bank, or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on , 2014. You may also exercise your Subscription Rights by following the procedures for guaranteed delivery described under The Rights Offering Notice of Guaranteed Delivery. You may be required to provide a medallion guarantee of your signature on your Rights Certificate. Delivery of shares As soon as practicable after the expiration of the Rights Offering, the Subscription Agent will arrange for the issuance of the shares of common stock purchased pursuant to the Rights Offering. All shares that are purchased in the Rights Offering will be issued in book-entry, or uncertificated, form. If you hold your shares in the name of a custodian bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the common stock you purchased in the Rights Offering as soon as practicable after the expiration of the Rights Offering. Non-transferability of rights The Subscription Rights may not be sold, transferred, or assigned and will not be quoted on NASDAQ or listed on any stock exchange or market. No board recommendation Our board of directors is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and the Rights Offering. Please see Risk Factors for a discussion of some of the risks involved in investing in our common stock. No revocation All exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights. You should not exercise your Subscription Rights unless you are certain that you wish to purchase additional shares of our common stock at the Subscription Price. The Subscription Price represents a 17% premium to the market price per share of our common stock on September 26, 2014, the trading day immediately prior to the closing date of the Private Placement, and may remain at a premium to the market price per share of our common stock at and after the closing of the Rights Offering. Standby purchase agreement Pursuant to the Standby Agreement, the Tallwood Group has agreed to acquire from us $11.25 million, or 27,439,023 shares, of our common stock, less any shares of our common stock it purchases in the Rights Offering. See The Standby Purchase. Use of proceeds We intend to use the net proceeds we receive from the offering for general corporate purposes. See Use of Proceeds. Table of Contents Material U.S. Federal income tax consequences For U.S. federal income tax purposes, you should not recognize income or loss upon receipt or exercise of a Subscription Right. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See Material U.S. Federal Income Tax Consequences. Extension and termination Although we do not presently intend to do so, we have the option to extend the Rights Offering for additional time at our discretion. Our board of directors may for any reason terminate the Rights Offering at any time before the completion of the Rights Offering. We will notify stockholders if the Rights Offering is terminated or extended by issuing a press release. Subscription agent American Stock Transfer & Trust Company, LLC. Information agent D.F. King & Co., Inc., a division of American Stock Transfer & Trust Company, LLC. Questions If you have any questions about the rights offering, please contact the Subscription Agent, American Stock Transfer & Trust Company, LLC, at (877) 248-6417 or (718) 921-8317, or the information agent, D.F. King & Co., Inc., a division of American Stock Transfer & Trust Company, LLC, at (877) 478-5044. Market for common stock Our common stock is listed on NASDAQ under the symbol IKAN. See Price Range of Common Stock.

parsed_sections/prospectus_summary/2014/CIK0001294649_walker_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001301501_achaogen_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001304909_cardiodx_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should read the entire prospectus carefully, including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus. Unless the context suggests otherwise, references in this prospectus to "CardioDx," the "Company," "we," "us" and "our" refer to CardioDx, Inc. Company Overview We are a molecular diagnostics company developing and commercializing novel, proprietary tests that help improve treatment decisions, enhance patient outcomes and reduce the overall cost of care. We use genomic technologies to provide healthcare professionals with critical, actionable information to improve patient care and management. Our product strategy addresses the needs of three key healthcare constituents: patients, healthcare providers and public and private payers. Our initial focus is on diagnostics for cardiovascular diseases, specifically coronary artery disease, or CAD, arrhythmia and heart failure. Our Corus CAD test is the first and only commercially available blood-based gene expression test that provides a current-state assessment for non-diabetic patients with symptoms that are suggestive of obstructive CAD. Corus CAD helps clinicians rule out obstructive CAD as the cause of these symptoms. Ruling out CAD as the cause of these symptoms can help avoid significant costs, risks and inconveniences associated with unnecessary referrals, non-invasive imaging and invasive coronary angiography, also known as cardiac catheterization. Our test has been clinically validated in independent patient cohorts, including two prospective, multicenter U.S. trials, PREDICT and COMPASS. Corus CAD became commercially available in 2009 and, through December 31, 2013, we have delivered results for over 55,000 tests. In August 2012, the Corus CAD test obtained Medicare Part B coverage, making the test a covered benefit for the estimated 49 million Medicare beneficiaries in the U.S. Cardiovascular diseases, or CVDs, are the leading cause of death worldwide. In the U.S., CAD, one of the most common CVDs, accounts for nearly one in six deaths according to the American Heart Association. We estimate that approximately three million non-diabetic patients in the U.S. with no prior revascularization, such as stenting or bypass surgery, and no prior myocardial infarction (heart attack) visit their primary care provider each year complaining of symptoms that may be suggestive of obstructive CAD. Studies have shown that only approximately 10% of patients who present to their primary care providers with symptoms suggestive of obstructive CAD actually have obstructive CAD, while the remaining approximately 90% of patients have symptoms that stem from other conditions, most of which are typically less urgent, such as musculoskeletal disorders, gastrointestinal disease and psychosocial syndromes. Nevertheless, patients' and providers' concern that the symptoms could be due to a cardiac cause, coupled with providers' concern for malpractice claims, have led physicians to over-refer patients to specialists and aggressively pursue costly and time-consuming cardiac diagnostic work-ups. We estimate that the total amount spent in the U.S. each year on these diagnostic work-ups, including non-invasive and invasive tests, in the non-diabetic population with no prior revascularization or myocardial infarction is approximately $5.9 billion. The $5.9 billion accounts for costs of advanced cardiac testing for patients initially evaluated in the primary care setting or cardiology offices. Despite the significant cost and use of existing non-invasive diagnostic tests such as myocardial perfusion imaging, or MPI, stress echocardiography and exercise electrocardiogram, only approximately 40% of patients who are referred for elective invasive coronary angiography are found to have actionable, obstructive Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents CAD. The over-utilization of non-invasive and invasive cardiac diagnostic testing has a negative impact on three key healthcare constituents: patients, who undergo unnecessary physician visits, testing and invasive procedures and are exposed to substantial medical risks, including procedural complications, side effects and high levels of radiation; providers, who spend time and resources pursuing incorrect diagnoses, resulting in potential delays in delivering appropriate treatment and lower patient satisfaction; and payers, who experience higher overall healthcare costs, including those resulting from unnecessary tests and referrals to specialists. In light of the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010, or collectively, the PPACA, both public and private payers are focused on lowering healthcare costs or at least ameliorating the current rapid expansion of costs and increasing efficiency of care. Managed care organizations and other payers continue to look for ways to promote interventions that are more effective for select groups of patients and that therefore provide an appropriate balance of benefits, risks and costs. As healthcare reform is implemented, we expect that there will be even more emphasis placed on avoiding procedures that have a low probability of changing a clinical decision, especially in large patient populations with high treatment costs such as the CAD market. We believe the gatekeeper nature of the Corus CAD test is well suited for this evolving healthcare landscape. Market Opportunity CVDs are the leading cause of death worldwide, representing 30% of all global deaths. The World Health Organization estimates that in 2008, 17.3 million people died from some form of CVD, mainly coronary heart disease and stroke. In the U.S. alone, according to the American Heart Association, CVDs accounted for almost 800,000 deaths in 2009, or about one in three deaths. The American Heart Association projects that by 2030, over 40% of the U.S. population will have some form of CVD. CAD is a subset of cardiovascular disease and is one of the most common types of heart disease. In 2008, an estimated 7.3 million people worldwide died of CAD. In the U.S., CAD caused one in six deaths in 2009. According to the American Heart Association, in 2010, CAD alone was projected to cost $108.9 billion in the U.S., including the cost of healthcare services, medications and lost productivity, with the total projected annual cost reaching $218.7 billion by 2030. The heightened public awareness of CAD and its symptoms and morbidity rates lead many patients to seek medical advice at the first sign of symptoms. Each year in the U.S. alone, approximately three million non-diabetic patients with no prior revascularization or myocardial infarction present in primary care offices with symptoms that can be suggestive of CAD. An additional approximately eight million patients present directly to hospital emergency departments each year with chest pain. Currently, those patients who present in outpatient settings undergo a number of different diagnostic tests and procedures in connection with the typical patient work-up to assess for obstructive CAD. These tests and procedures include, but are not limited to: non-invasive testing such as stress echocardiography, MPI and cardiac computed tomographic angiography; and invasive coronary angiography. There is significant variation among clinicians in the type, number and sequence of tests ordered to evaluate patients with typical or atypical symptoms suggestive of obstructive CAD. Discordant or indeterminate results from such tests are common particularly because of the subjectivity in interpreting the test results, and they can lead to additional testing or premature or unnecessary referral for invasive coronary angiography. The currently available non-invasive and invasive diagnostic tests for ruling out CARDIODX, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 8071 (Primary Standard Industrial Classification Code Number) 65-1198370 (I.R.S. Employer Identification Number) CardioDx, Inc. 2500 Faber Place Palo Alto, California 94303 (650) 475-2788 (Address, including zip code and telephone number, of Registrant's principal executive offices) Table of Contents obstructive CAD in patients presenting with typical or atypical symptoms have substantial medical risks including complications, side effects and radiation exposure. Additionally, current usual care results in significant patient inconvenience, including loss of time associated with multiple referrals from one clinician to another, waiting periods to schedule additional appointments and the duration of the tests or procedures ordered, as well as other inconveniences associated with the tests or procedures. We estimate that the total amount spent on advanced non-invasive and invasive procedures for the non-diabetic patient population who initially present in primary care or cardiology offices with no prior revascularization or myocardial infarction in the U.S. is approximately $5.9 billion per year. Of this amount, approximately $3.0 billion is spent on MPIs, and $2.1 billion is spent on invasive coronary angiographies. Despite the significant cost and widespread use of existing non-invasive diagnostic tests such as MPI, the majority of patients referred for invasive coronary angiography do not have obstructive CAD. In 2010, data from the National Cardiovascular Data Registry, or NCDR, revealed that only approximately 40% of nearly 400,000 patients undergoing elective invasive coronary angiography had obstructive CAD. Of the approximately 60% of patients who underwent catheterization but were found not to have obstructive CAD, the significant majority (approximately 85%) of these patients had undergone at least one non-invasive diagnostic test for CAD prior to their catheterization. A clear need exists for a more accurate, safer and more convenient test to initially rule out patients with a low risk of obstructive CAD as the source of their symptoms. A better clinical paradigm would accurately rule out patients early in the diagnosis process, reducing unnecessary procedures, referrals, costs and risks, thereby benefiting patients, providers and payers. Our Solution Corus CAD is our clinically validated blood-based test for ruling out obstructive CAD in patients with symptoms suggestive of obstructive CAD. Our intended use population includes non-diabetic patients with, among other things, no prior revascularization or myocardial infarction. Corus CAD is a proprietary gene expression test that measures the expression levels of 23 distinct messenger RNA, or mRNA, sequences, the majority of which are known to be associated with atherosclerosis and involved in inflammation, cell death, and adaptive and innate immunity. In addition to gene expression levels, the Corus CAD algorithm incorporates the age and gender of the patient, which are also known to affect the likelihood of coronary disease. The test requires only a single routine blood draw, and the test result is generally available within 48 to 72 hours. The Corus CAD test does not subject patients to risks associated with other tests or procedures, including complications, side effects and radiation exposure, or delays associated with scheduling and performing other tests or procedures. The Corus CAD test yields a score along a 1 to 40 scale, with a lower score representing a lower likelihood of obstructive CAD. Used as an initial test, the Corus CAD test helps primary care clinicians and cardiologists evaluate whether to refer a patient for further cardiac testing or investigate other causes for the patient's symptoms. We perform the Corus CAD test in our clinical laboratory, which has been certified according to the Clinical Laboratory Improvement Amendments of 1988, or CLIA, under the regulations of the Centers for Medicare & Medicaid Services, or CMS, and also has been accredited by the College of American Pathologists, or CAP. In connection with our planned move to a new facility in the second quarter of 2014 to replace our existing corporate headquarters, including our laboratory space, we will need to replicate our testing processes and results in our new facility, and there can be no assurance that we will be able to do so prior to the time the lease for our current laboratory expires. Two prospective, multi-center clinical trials, PREDICT and COMPASS, validated the performance of the Corus CAD test in determining the likelihood of obstructive CAD in patient populations previously referred for invasive coronary angiography and MPI, respectively. MPI is a widely used non-invasive test to evaluate patients suspected of having obstructive CAD. In the COMPASS trial, at a score threshold of 15 or less, Corus CAD showed a sensitivity of 89% and a negative predictive value, or NPV, of 96%, compared to MPI, which showed a sensitivity of 27% and NPV of 88%. Sensitivity is the proportion of patients with disease David L. Levison President and Chief Executive Officer CardioDx, Inc. 2500 Faber Place Palo Alto, California 94303 (650) 475-2788 (Name, address, including zip code and telephone number, including area code, of agent for service) Table of Contents who test positive. NPV is the proportion of patients who test negative who do not have disease. The COMPASS results demonstrate that a low Corus CAD score (test score 15) has higher overall diagnostic accuracy than MPI for determining the absence of obstructive CAD. We believe the improved sensitivity and NPV of Corus CAD over MPI better position the Corus CAD test to identify low-risk patients initially presenting with typical or atypical symptoms suggestive of CAD. We have developed a robust evidence package to support the performance and utility of Corus CAD, which we use to educate clinicians and payers. In August 2012, our Corus CAD test obtained Medicare Part B coverage from Palmetto GBA, or Palmetto, the regional Medicare Administrative Contractor, or MAC, in California, for dates of service from January 1, 2012. On September 16, 2013, the regional MAC in California transitioned from Palmetto to Noridian Healthcare Solutions, LLC, or Noridian. The coverage for Corus CAD remains effective following this transition. Our coverage by Noridian provides for reimbursement at a fixed payment amount established by Palmetto for tests performed for qualifying Medicare patients throughout the U.S. so long as the tests are performed in our California laboratory. We believe our evidence package was significantly enhanced in 2013 and 2014 due to the publication of the COMPASS study and recent clinical utility studies and we will continue to generate, present and publish evidence to support further adoption of Corus CAD by clinicians and payers. However, no commercial third-party payer to date has made a positive coverage decision for Corus CAD. In addition, in connection with their standard review processes, several commercial third-party payers have made non-coverage determinations for Corus CAD, and some large commercial third-party payers have recently maintained existing non-coverage determinations for Corus CAD. We believe the gatekeeper nature of the Corus CAD test benefits patients, providers and payers by improving the quality and efficiency of care. Commercialization Strategy Our goal is for Corus CAD to be the primary first-line test used in a diagnostic work-up to assess the likelihood of obstructive CAD in symptomatic, non-diabetic patients. To succeed, we must significantly increase the commercial adoption of Corus CAD by: broadening payer coverage and reimbursement; expanding our sales presence; increasing market awareness; expanding our clinical and economic utility data; and pursuing relationships with commercial partners. Future Growth Opportunities We believe we can leverage our research expertise and commercial experience to develop additional revenue opportunities. Our research and development efforts focus on three principal areas: product line extensions or enhancements to expand the scope of our intended use population and indications or the development of additional algorithms that target specific patient populations, including the development of a Corus CAD test appropriate for diabetics; new product development in other areas of CVD, including our ongoing arrhythmia program; and technology platform development to increase efficiency and lower costs in our testing and laboratory operations. Copies to: Mark B. Weeks David G. Peinsipp Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 Bruce K. Dallas Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 Table of Contents Financial Overview Prior to Corus CAD obtaining Medicare Part B coverage in August 2012, we maintained a limited commercial sales force as we focused our efforts primarily on (1) developing and validating our test algorithm, (2) obtaining the necessary certifications and licensures for our laboratory, (3) launching and establishing early commercial experience with our test and (4) generating the clinical validity, clinical utility and economic value data necessary to create a robust evidence package that would be used to obtain reimbursement of our test and support clinician adoption. As a result, we generated nominal revenue and incurred significant operating losses over this period. Subsequent to Corus CAD obtaining Medicare Part B coverage in August 2012, and in anticipation of additional positive private payer decisions, we began to expand our commercial presence by increasing the size of our sales force and enhancing our marketing efforts. In the year ended December 31, 2013, we delivered results for 22,371 tests and generated $8.0 million in revenue. As of December 31, 2013, our total stockholders' deficit was $129.6 million and we had $26.6 million in cash, cash equivalents and investments. Risks That We Face Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled "Risk Factors" immediately following this prospectus summary. These risks include, among others, the following: Our financial results currently depend almost entirely on the sales of one product, our Corus CAD test, and we will need to generate significant revenue from this test in order to achieve profitability. We have a limited commercial history. We have incurred significant losses since our inception, and we expect to incur losses for the current fiscal year and the next several years. Our strategy depends on achieving greater market acceptance of our Corus CAD test, which will require us to expand our sales and marketing capabilities in order to increase demand for the test, expand geographically and obtain favorable reimbursement determinations from third-party payers. Health insurers and other third-party payers may decide not to cover our diagnostic products or may provide inadequate reimbursement, which could jeopardize our commercial prospects. Medicare reimbursements currently comprise a significant portion of our revenue, and we may not be able to maintain or increase the number of our tests reimbursed by Medicare or their reimbursement levels. If we are unable to compete successfully, we may be unable to increase or sustain our revenue or achieve profitability. Healthcare reform measures could hinder or prevent the commercial success of Corus CAD. Changes in Medicare Administrative Contractor services could alter current Medicare coverage or payment amounts. Our Medicare Part B coverage is not a formal coverage determination by CMS, and any future adverse coverage decisions by CMS could substantially reduce our revenue. We do not currently have any issued patents covering Corus CAD. We may be unable to obtain, maintain and enforce the patent and other intellectual property rights necessary to protect our technologies and tests. Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. Table of Contents Our business is subject to complex and sometimes unpredictable government regulations. If we fail to comply with these regulations, we could incur significant fines and penalties. Corporate Information We were incorporated in Delaware as CardioDx, Inc. in July 2003. Our principal executive offices are located at 2500 Faber Place, Palo Alto, California 94303, and our telephone number is (650) 475-2788. Our website address is www.cardiodx.com. Information contained on or accessible through our website is not a part of this prospectus and should not be relied upon in determining whether to make an investment decision. CardioDx , the CardioDx logo, Corus and other trade names, trademarks or service marks of CardioDx appearing in this prospectus are the property of CardioDx. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective holders. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies. We are an "emerging growth company" as defined in the recently enacted Jumpstart Our Business Startups Act, or the JOBS Act, and therefore we may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal controls over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an "emerging growth company." In addition, the JOBS Act provides that an "emerging growth company" can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not "emerging growth companies." We will remain an "emerging growth company" until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of this offering, (b) in which we have total annual gross revenue of at least $1.0 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. 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. 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. 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 (Do not check if a smaller reporting company) Smaller reporting company Table of Contents The Offering Common stock offered by us shares Common stock to be outstanding after this offering shares Option to purchase additional shares The underwriters have an option to purchase up to additional shares of our common stock. Use of proceeds We estimate that our net proceeds from this offering will be approximately $ million (or $ million if the underwriters exercise their option to purchase additional shares in full), based on an assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering as follows: approximately $ million to provide working capital to expand our commercial organization, including sales and marketing personnel; approximately $ million to conduct additional clinical and marketing activities to enhance our evidence package for Corus CAD; and the remainder for research and development purposes as well as for general corporate purposes. We may also use a portion of the net proceeds from this offering for acquisitions of, or investments in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into such acquisitions or investments. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our commercialization efforts, the status of additional payer reimbursement coverage determinations for Corus CAD and the results of our research and development efforts. In particular, if we do not obtain positive coverage decisions from commercial payers in a timely manner, we may decide to postpone expansion of our commercial organization, including sales and marketing personnel, and reallocate that portion of the net proceeds from this offering to clinical and marketing activities to obtain such positive coverage decisions and to fund continuing operating losses during that additional time. In that event, we may also reallocate certain of such net proceeds from this offering for general corporate purposes. Accordingly, we will have broad discretion over the uses of the net proceeds from this offering. 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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine. Table of Contents Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper and guaranteed obligations of the U.S. government. See "Use of Proceeds" for additional information.

parsed_sections/prospectus_summary/2014/CIK0001314223_amber_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes thereto and the information set forth under the sections Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations, in each case included in this prospectus. Unless the context otherwise requires, we use the terms Amber Road, company, we, us and our in this prospectus to refer to Amber Road, Inc. and its consolidated subsidiaries as a whole. Overview Our mission is to dramatically change the way companies conduct global trade. As a leading provider of cloud-based global trade management (GTM) solutions, we automate import and export processes to enable goods to flow across international borders in the most efficient, compliant and profitable way. Our solution combines enterprise-class software, trade content sourced from government agencies and transportation providers in 125 countries, and a global supply chain network connecting our customers with their trading partners, including suppliers, freight forwarders, customs brokers and transportation carriers. We deliver our GTM solution using a Software-as-a-Service (SaaS) model and leverage a highly flexible technology framework to quickly and efficiently meet our customers unique requirements around the world. In 2013, we processed over 600 million transactions and supply chain messages on our network. Sustained increases in international trade volumes are driving demand for our solution. For example, the U.S. Department of Commerce reported that in 2012, U.S. companies imported approximately $2.3 trillion of goods and exported approximately $1.5 trillion of goods. The Congressional Research Service reports that in 2012, China overtook the United States as the world s largest trading economy, with the value of Chinese merchandise imports reaching approximately $1.8 trillion and the value of Chinese merchandise exports reaching approximately $2.1 trillion. Many of our multi-national enterprise customers have a presence in China, and to increase our share of this growing market, in September 2013 we acquired EasyCargo, a Chinese SaaS global trade management solution provider focused on companies conducting global trade in China. In addition to rising global trade volumes, importers and exporters must cope with growing supply chain complexity. A single shipment may involve more than a dozen parties, multiple languages, time zones, currencies, modes of transport and a large number of ever-changing laws and regulations. To address this complexity, many global trade participants require dedicated staff to interpret and comply with intricate, country-specific trade regulations, which are often published on paper in varying formats. For example, there are over 500 free and preferential trade agreements around the globe, each requiring importers to comply with myriad rules before they can take advantage of reduced duty rates to lower their product costs. Further, global trade participants must obey thousands of import and export regulations and screen their shipments against approximately 200 lists containing an aggregate of over 250,000 restricted parties. According to a 2013 SCM World survey that we commissioned, over half of the respondents indicated that complying with global trade regulations was one of their top challenges, yet less than 4% indicated that their import compliance was fully automated. Failure to manage the complexity of global trade results in poor supply chain performance, increased costs, and exposure to fines and penalties. Conversely, companies that excel in global trade management enjoy a distinct financial advantage in the marketplace. Expanding global trade and mounting supply chain complexity have increased demand for GTM solutions. According to a 2013 ARC Advisory Group report that we commissioned, the addressable global market for GTM solutions for companies that import and export goods was approximately $6.1 Table of Contents The information in this prospectus is not complete and may be changed. We may not 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 it 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 5, 2014 PRELIMINARY PROSPECTUS 6,522,000 Shares Common Stock per share We are offering 4,782,870 shares of our common stock and the selling stockholders are offering 1,739,130 shares of our common stock. This is our initial public offering and no public market currently exists for our shares. We have applied to list our shares of common stock on the New York Stock Exchange under the symbol AMBR. We anticipate that the initial public offering price will be between $10.50 and $12.50 per share. We are an emerging growth company under applicable federal securities laws, and will be subject to reduced public company reporting requirements. Investing in our common stock involves risks. See Risk Factors beginning on page 13. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to us $ $ Proceeds, before expenses, to selling stockholders $ $ (1) See Underwriting beginning on page 123 for additional disclosure regarding underwriting commissions and expenses. The underwriters hold an option to purchase up to 978,300 additional shares from the selling stockholders, at the public offering price, less the underwriting discount, for 30 days from the date of this prospectus. We will not receive any of the proceeds from the sale of shares by the selling stockholders. The underwriters expect to deliver the shares of common stock on or about , 2014. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Stifel Pacific Crest Securities Canaccord Genuity Needham & Company Raymond James The date of this prospectus is Table of Contents billion in 2012, with market penetration of 6%. As a market leader, we believe we are poised to capture an increasing percentage of the GTM market by maintaining a state of the art GTM solution and increasing our sales and marketing activities. We deliver our solution in individual modules or as a suite, depending on our customers needs, utilizing a highly flexible technology framework. This cloud-based suite addresses the growing complexity of the global trade landscape by automating GTM functions to minimize import and export costs, optimize transportation, track shipments within a supply chain, and automate compliance with regulations and free trade agreements. Without this delivery in the cloud, it would be difficult to effectively enable collaboration among the large number of trading partners involved in a global supply chain. Our solution integrates Global Knowledge, a vast library of regulations and other content that we transform into a proprietary knowledgebase that enables our customers to automate GTM functions across 125 countries. Global Knowledge includes import and export regulations, shipping documents, preferential duties and taxes, specifications for free trade agreements, transportation rates, sailing schedules, embargoed country and restricted party lists, and harmonized tariff codes that identify goods based on standardized classifications, all sourced directly from government agencies and transportation carriers. Finally, our GTM solution includes a global supply chain network of connections to our customers trading partners, allowing us to deploy our solution efficiently and economically. Because global trade processes vary across industry verticals and countries, no single software or SaaS solution built with traditional technologies can serve the needs of every participant in a global supply chain. To address these variations, we built our GTM solution using a proprietary technology architecture that we refer to as our Enterprise Technology Framework. Our Enterprise Technology Framework separates customer-specific configurations in each deployment from our core application, permitting our customers to configure our GTM solution without one-off customizations. This in turn permits us to maintain a single version of our software across deployments, facilitating our development cycle and simplifying upgrades for our customers. Our GTM solution drives value to our customers through faster and more predictable delivery times, less labor, reduced in-transit inventories, and reduced international trading costs such as brokerage fees, logistics fees, transportation costs and customs duties. Our customers have expressed satisfaction with the value they derive from our solution in our annual internal customer satisfaction surveys. In 2013, we sent these surveys to all of our customers and approximately one-third of them responded. For each of our fiscal years ended December 31, 2011, 2012 and 2013, our recurring revenue retention was 102%. We calculate our recurring revenue retention rate by comparing, for a given quarter, subscription revenue for all customers in the corresponding quarter of the prior year to the subscription revenue from those same customers in the given quarter. For the annual rate, we utilize the average of the four quarters for the stated year. We sell our GTM solution to many of the largest enterprises in the world, including companies such as General Electric, Monsanto, Sherwin Williams, Tyco International, Walmart and Weatherford International. In 2011, 2012 and 2013, our solution served 351, 399 and 463 customers, respectively, representing diversified industry verticals including Chemical/Pharmaceutical, High Technology/Electronics, Industrial/Manufacturing, Logistics, Oil & Gas, and Retail/Apparel. Although our customers are headquartered primarily in the United States and Europe, we have deployed our solution to their users in more than 80 countries. We define customers to include only those customers from whom we generate revenue. We have achieved consistent revenue growth while expanding our global presence. Our revenue has grown from $37.6 million in 2011, to $43.4 million in 2012 to $52.5 million in 2013. This represents annual growth of 15.4% and 21.0% for our two most recent fiscal years. Revenue increased from $11.3 million for the three months ended December 31, 2012 to $15.6 million for the three months ended Table of Contents Powering Global Trade Table of Contents December 31, 2013, representing 38.1% annual growth. EasyCargo accounted for approximately 3% of our revenues in the fourth quarter of 2013. We had net losses of $4.6 million, $2.1 million, and $14.4 million for the years ended December 31, 2011, 2012, and 2013, respectively, and net losses of $0.5 million and $0.5 million for the three months ended December 31, 2012 and 2013, respectively. Our Industry Most global trade functions historically have been handled manually by outsourced service providers and internal specialists. Early global trade automation software focused narrowly on discrete problems such as restricted party screening and shipment tracking. These software programs were not integrated with each other or existing enterprise software and were weak in functionality. At the same time, demand for global trade automation has increased rapidly over the past 10 years, fueled by a combination of macro and microeconomic trends. We believe these trends will continue to support the rapid increase of global trade and demand for GTM solutions. According to the SCM World survey, over 75% of respondents agreed that delayed shipments and other customs problems materially impacted customer service, and nearly 90% agreed that unpredictable lead times on international shipments materially impacted customer service. Further, over 50% of the respondents agreed that their inability to take advantage of preferential duty programs or free trade agreements was costing them a material amount today and that these costs were likely to increase going forward. Our Solution We deliver a broad GTM solution that encompasses enterprise-class software, trade content, a global supply chain network, and highly flexible technology architecture. By automating more GTM processes, we enable our customers to enjoy significantly lower supply chain costs compared to legacy systems. The critical components of our solution include: Enterprise-Class Software. Our solution consists of integrated software modules that automate most GTM functions. Customers can subscribe for modules individually or as a suite, depending on their needs. Each module contains a rich, configurable feature set, intuitive user interface, workflow engines to process business rules that permit management by exception, and application programming interfaces to connect each module to other enterprise systems. Our solution is based on our proprietary Enterprise Technology Framework and is engineered to be stable and deliver high performance to automate the world s largest businesses. Trade Content. In addition to powerful software, automating global trade to its full potential requires trade content. Trade content is information that we source from government agencies and transportation carriers, which, when used with our software, enables trade automation. Trade content includes harmonized tariff codes, restricted party lists, export regulations, import regulations, shipping documents, preferential duties and taxes, specifications for free trade agreements, transportation rates, and sailing schedules. Supply Chain Network. To automate global trade, we connect our customers to their extended supply chain partners, including suppliers, freight forwarders, transportation carriers, and customs brokers. Each of these parties requires access to trade content, messages, alerts, and information services at critical points along the supply chain. This coordination enables us to automate more GTM processes than would otherwise be possible. Flexible Technology. GTM processes vary across industry verticals and countries, and one solution cannot fit every customer and its trading partners. Therefore, we simplify GTM automation by utilizing our Enterprise Technology Framework, a highly flexible technology framework. The most important capability of Enterprise Technology Framework to our customers, and the most difficult technical problem it solves, is permitting our professional services organization to configure our solution during implementation in a manner that separates customer-specific configurations from our core application, Table of Contents In 2013, Amber Road processed over 600 million transactions and supply chain messages on its cloud based trading network and made over 13 million regulatory updates to its Global Knowledge repository of trade regulations. SOURCE Amber Road DESTINATION Our GTM solutions automate import and export processes to enable goods to flow across international borders in the most efficient, compliant and profitable way. SOURCING OPTIMIZATION SUPPLIER MANAGEMENT TRANSPORTATION MANAGEMENT EXPORT MANAGEMENT SUPPLY CHAIN VISIBILITY IMPORT MANAGEMENT FREE TRADE AGREEMENTS Table of Contents allowing our customers to upgrade to new versions of our solution while retaining their configurations and avoiding the need for re-implementation. The power of our Enterprise Technology Framework is in allowing our solution to adapt to large and small businesses in all industry verticals globally. We maintain this flexibility even as we integrate our solution with our customers enterprise resource planning systems, and because global trade requirements change frequently, our configuration-without-customization approach permits our solution to adapt to these changes at a low cost. SaaS Delivery. We are a SaaS company and deliver our solution primarily over the Internet using an on-demand, cloud-based, delivery model. Approximately 91% of our customers have selected this approach as their sole delivery model for our solution. Our customers also have the option to deploy certain solution modules in their own IT environments. Regardless of the delivery model, we sell our solution through subscription agreements that entitle our customers to access our solution and receive support. Because our Global Knowledge trade content is delivered and managed in the same manner regardless of delivery model, and because we configure our solution according to customer needs without modifying our core software, our customers receive the latest trade content and new versions of our solution under both delivery models. Benefits of Our Solution We change the way our customers conduct global trade. Many of our customers, including some of the world s largest enterprises, automated their global trade processes for the first time with our solution. We deliver a broad GTM solution that eliminates manual processes, reduces transportation costs, optimizes logistics, leverages trade agreements, provides shipment tracking, and ensures compliance with import and export regulations. In 2013, we processed over 600 million transactions and supply chain messages on our network. Process Automation. Our solution eliminates paper in favor of organized electronic data, messages and alerts and replaces tedious manual processes, such as researching trade regulations, classifying goods against harmonized tariff codes, calculating duties and taxes, phoning transport carriers to solicit transportation quotes or shipping schedules, and chasing down shipment status from myriad carrier websites, with an integrated solution suite. By integrating with global trading partners, our GTM solution aims to achieve straight-through-processing, so that goods and their related shipping documents move from source to destination with little or no management intervention. Cost and Route Optimization. Our trade content includes information relating to preferential duties and taxes, specifications for free trade agreements, transportation rates, and sailing schedules. Our solution combines this information with carrier shipping contracts to enable customers to compare rates, routes and other charges based on constantly changing data in near real-time. With an enhanced view of landed cost, supply chain executives can select and optimize the routes over which goods flow through their global networks to achieve sustainable delivery performance improvements and cost savings. Cost and route optimization enables our customers to achieve performance improvements that include faster delivery times, improved responsiveness to their customers needs and cost savings such as reduced transportation costs. Nearly half of the respondents in the SCM World survey indicated that an inability to control global transportation costs was one of their top concerns as a global business. Supply Chain Visibility. Our supply chain visibility solution connects our customers with their overseas suppliers, logistics providers, brokers and carriers to track and monitor goods in near real time as they move through the global supply chain. Our solution achieves this by tracking in-transit shipments using reference points such as booking number, container number and bill-of-lading number, and alerts customers to issues that affect supply chain performance. Supply chain visibility empowers our customers to manage by exception, allowing them to rely on our solution to monitor the status of goods in transit and to alert them when problems arise. More than half of the respondents in the SCM World survey indicated that a lack of visibility of shipments moving through the global supply chain was one of their top concerns as a global business. Table of Contents Table of Contents Enhanced Compliance. Our solution assists customers in managing significant areas of legal and regulatory compliance for global trade, including line-by-line review of sales orders for licensing requirements, and screening for embargoed countries and restricted parties. The benefits of enhanced compliance include avoiding costly fines and possible criminal liability. We believe that the cost savings realizable from the foregoing benefits, including reduced landed costs, administrative expenses and avoidance of fines and penalties, can result in significant returns on investment for our customers. Our Growth Strategy We intend to expand our role as a provider of a market-leading GTM solution by bringing our existing solution to new customers and new markets, and by expanding our solution to offer the most comprehensive and innovative features in the GTM marketplace. Key elements of our growth strategy include our plans to: Invest in Sales. As a complement to our investment in infrastructure, in 2012 we began to invest more heavily in our sales force, which has led to an acceleration of our business. We expect to continue to ramp our investment in sales by hiring new sales directors and supporting personnel, particularly for territories outside of the United States, including China. We will focus our expanded sales efforts on acquiring new customers and, to a lesser extent, selling more modules to our existing customers. Invest in Marketing. In 2012, we also began to invest more heavily in marketing. We plan to continue this expansion by maintaining our marketing focus on lead generation, in particular by running more marketing programs to jump-start new territories. We also expect to devote additional resources to solidifying our brand as a leading GTM solution provider. Further International Expansion. Currently, we sell our solution predominantly in the United States, regions of Europe and China, where we target our marketing efforts and maintain dedicated inside and outside sales persons. Because our solution has a global appeal, we believe that there are significant opportunities in the rest of the world, particularly in Brazil, Russia and India. Our past efforts have resulted in implementations with multi-national corporations headquartered primarily in the United States and Europe who have users in more than 80 countries, giving us a foothold in many countries where we currently have no sales offices. We intend to invest in new sales and support offices in these regions which will build on our pre-existing user base. Expand our Solution. We have a history of bringing an innovative solution to market as demonstrated by our robust Global Knowledge library and flexible, proprietary Enterprise Technology Framework. Currently, we have dedicated more than 54% of our employees to solution development, and we will continue to leverage our solution team to expand the depth and breadth of our solution in response to customer requests and the evolving nature of global trade. For example, we may expand our solution to automate working with free trade zones, which are areas where goods may be imported, transformed, and then exported without the need to pay customs duties. We also intend to maintain our market leadership in trade content. Execute Strategic Acquisitions. Strategic acquisitions represent an opportunity for us to augment our solution capabilities and sales team. The GTM solutions market is fragmented, and we believe some participants may have best-of-breed solutions to specific problems, particularly those created by the unique trading requirements of foreign countries. We may acquire those participants to expand our solution. Further, developing an effective sales force in foreign markets requires a nuanced understanding of local business customs. We may, for example, choose to acquire local GTM software companies in order to obtain sales teams with a track record of success in their markets. We currently have no agreements or understandings to acquire any such companies, however, in September 2013, we acquired EasyCargo, a Chinese SaaS global trade management solution provider focused on trade management in China. Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001355472_sungard_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001355508_sungard_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001355554_sungard_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001358483_everyday_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus summary This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and the information set forth under the section titled Risk factors, included elsewhere in this prospectus. Unless the context otherwise requires, we use the terms Everyday Health, company, our, us, and we in this prospectus to refer to Everyday Health, Inc. and, where appropriate, our subsidiaries. Everyday Health, Inc. Overview We are a leading provider of digital health and wellness solutions. We combine premier digital content from leading health brands with sophisticated data and analytics technology to provide a highly personalized and differentiated content experience to our users. During 2013, we estimate an average of 43 million consumers and 500,000 healthcare professionals, including one-third of all U.S. physicians, engaged with our health and wellness properties each month across multiple channels, including the web, mobile devices, video and social media. Our content portfolio and data and analytics expertise provide marketers with a compelling platform to promote their products and services in a highly targeted and measurable manner, influence purchase decisions and drive better health compliance. We believe that we are well positioned to capitalize on new revenue opportunities presented by the growing importance of consumer engagement, data and analytics and digital technologies in the rapidly evolving health and wellness industries. We are beginning to utilize our existing content, large audience and sophisticated technology platform to enable healthcare payors, providers and employers to drive consumer engagement, improve health outcomes and reduce healthcare costs. We provide consumers and healthcare professionals with a multi-brand, multi-channel content experience that can be accessed anytime and anywhere a health-related decision is made. Consumers use our content, interactive tools and mobile applications to manage a broad array of health and wellness needs on a daily basis, including weight loss, exercise, healthy pregnancy, diet and nutrition and medical conditions. We also provide healthcare professionals with news, tools and information needed to stay abreast of industry, legislative and regulatory developments in major medical specialties. Our consumers and healthcare professionals increasingly access our content through mobile devices. Accordingly, we have optimized our platform for mobile access, including the development of 26 mobile applications that have been downloaded over 15 million times. Our portfolio of properties includes leading brands such as Everyday Health, MedPage Today, What To Expect, Mayo Clinic, Jillian Michaels and The South Beach Diet, and incorporates content from highly respected health authorities such as Dr. Sanjay Gupta. Our premium content has enabled us to aggregate a large and engaged audience of consumers and healthcare professionals. In each of the past three years, over five million consumers have registered with us and voluntarily provided us with valuable data, including demographic information and health related interests. We augment our user profiles by collecting behavioral data through engagement with our properties and appending data from third party sources. Our proprietary technology utilizes the data we collect to provide a highly personalized experience for our users, including customized content, drive better health outcomes and connect users looking for support. We derive a significant majority of our revenues from the sale of advertising, sponsorships and other marketing solutions that engage consumers and healthcare professionals. We have developed strong relationships with marketers across a variety of health and wellness categories, including pharmaceuticals, over-the-counter products, food, retail and lifestyle. For example, during 2013, our customers included ten of the top 25 global advertisers in 2012, as compiled by Advertising Age, and 23 of the top 25 global pharmaceutical companies ranked by 2012 revenue. We specialize in providing these marketers with highly-customized, data-driven marketing solutions that can precisely target niche health audiences, and which are designed to be effective on a desktop or mobile device. Our innovative programs, which utilize sophisticated campaign analytics to measure and maximize a marketer s return on investment, or ROI, have been instrumental in significantly growing our revenue among our largest customers. Industry dynamics The U.S. healthcare industry is undergoing a profound transformation whereby consumers will likely be more directly engaged in managing their health and making health-related purchase decisions. At the same time, digital technology is providing new avenues for consumers to manage their health, healthcare professionals to stay informed and treat patients, marketers to reach and influence customers, and payors to improve care and lower cost. Consumers. Consumer engagement in health and wellness has significantly increased as a result of the growth of digital content and tools and the shift towards consumers being forced to bear more of their healthcare costs. Consumers are increasingly using digital media to obtain critical information, participate in online health communities, make daily health and wellness decisions and manage serious medical conditions. During 2013, on average, approximately 132 million unique visitors accessed health-related websites per month in the U.S., an increase from approximately 94 million on average in 2009, according to comScore. Moreover, the widespread adoption of mobile devices is allowing consumers to directly manage and monitor their health in unprecedented ways. Healthcare Professionals. Healthcare professionals seek to keep current on medical developments, utilize new tools to acquire patients and develop different ways to engage their patients in directly managing their health. Recent industry changes, such as the introduction of healthcare exchanges and reforms to the healthcare payment model that increasingly base payments to physicians on health outcomes, will accelerate the need for healthcare professionals to stay informed and improve the quality of care. As a result, we believe that physicians will increasingly utilize digital and mobile solutions to better manage these challenges. Marketers. As more consumers and healthcare professionals utilize the Internet and digital solutions in their daily lives, marketers increasingly view digital marketing as a more effective means for engaging a targeted audience, as compared to traditional marketing channels. Pharmaceutical marketers, in particular, are facing a number of key challenges, including a shift from mass-market drugs to specialty medications, dramatically-reduced sales forces and other restrictions on interacting directly with physicians, which we believe will significantly increase the need for these companies to interact with consumers and physicians more directly through digital channels. Moreover, the ability to measure and maximize a campaign s ROI in a digital marketing environment has resulted in marketers shifting a greater portion of their advertising spending online and demanding more data-driven analysis of the ROI on their expenditures. Payors, Providers and Employers. The rapidly changing healthcare environment, including the enactment of The Patient Protection and Affordable Care Act, or the Affordable Care Act, increased availability of healthcare data and new reimbursement models, will require payors, providers and employers to increasingly focus their business models around consumer engagement. For example, payors will need to market health insurance products directly to consumers through the recently introduced healthcare exchanges. Likewise, providers will seek to develop long-term relationships with consumers in order to retain them and improve their long-term health. Lastly, employers will need to more directly engage their employees in managing their health in order to lower the employers long-term healthcare costs and improve productivity. We believe that digital strategies, which can be utilized for innovative, efficient and high-impact consumer targeting, acquisition and UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EVERYDAY HEALTH, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 7389 (Primary Standard Industrial Classification Code Number) 80-0036062 (I.R.S. Employer Identification No.) 345 Hudson Street, 16th Floor New York, NY 10014 (646) 728-9500 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Benjamin Wolin Chief Executive Officer 345 Hudson Street, 16th Floor New York, NY 10014 (646) 728-9500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Babak Yaghmaie Stephane Levy Darren DeStefano Cooley LLP 1114 Avenue of the Americas New York, NY 10036-7798 (212) 479-6000 Alan Shapiro Executive Vice President & General Counsel Everyday Health, Inc. 345 Hudson Street, 16th Floor New York, NY 10014 (646) 728-9500 Kirk A. Davenport Latham & Watkins LLP 885 Third Avenue New York, NY 10022-4834 (212) 906-1200 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. 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. 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 Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price(2) Amount of Registration Fee(3) Common Stock, $0.01 par value per share 8,222,500 shares $15.00 $123,337,500 $15,885.87 (1) Includes an additional 1,072,500 shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act. (3) The Registrant previously paid $14,812 of this amount in connection with the initial filing of this Registration Statement. 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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. engagement programs, will become a critical tool for these constituencies as they seek to transform their business models to orient around the consumer. The Everyday Health solution We have attracted a large and engaged audience to our premium health and wellness properties and utilize our data and analytics expertise to deliver highly personalized user experiences and efficient and effective marketing and engagement solutions. Benefits to consumers Premier Portfolio of Personalized Content; Multi-Channel Approach. The Everyday Health portfolio includes premier brands and digital properties that provide engaging content, interactive tools and community features that help consumers easily manage their health and wellness on a daily basis. Our content is distributed across multiple channels, including 24 consumer mobile applications that provide a broad array of features, such as customized exercise programs, tailored meal recommendations, video tutorials and tools to track daily performance against goals. We utilize the information provided by our users, as well as predictive modeling, to provide consumers with tailored content, features and tools. Since our inception, over 60 million consumers have voluntarily registered with us, and we have separately developed over 200 million anonymous health consumer profiles that have been used to personalize content for our unregistered consumers. We believe our data-driven approach to delivering a more personalized user experience is a key differentiator between us and our competitors. Benefits to healthcare professionals Premier Content and Tools; Multiple Distribution Channels. We provide premier content that enables healthcare professionals to stay abreast of clinical, industry, legislative and regulatory developments across all major medical specialties. MedPage Today delivers breaking medical news in over 30 specialties, major public policy developments at the state and federal levels and research reported at approximately 100 medical conferences per year around the world. We have designed our content offerings to be utilized by healthcare professionals at the point-of-care and offer two mobile applications, which include drug and reference databases, treatment guidelines and regulatory alerts and announcements. We facilitate access to our high quality news content through various channels, including partnerships with premier medical associations, including the American College of Cardiology, the American Heart Association, the American Academy of Neurology and The Endocrine Society. Benefits to marketers Trusted Platform, Large Audience and Targeted Solutions. The Everyday Health portfolio provides marketers with a trusted platform to promote their offerings, including a suite of customized marketing solutions that utilize our database to target their desired audience. We believe that the overall size, scale and composition of the Everyday Health portfolio, as well as the discrete categories within the portfolio that engage our audience around specific consumer health topics, provide advertisers with significant flexibility to undertake multiple advertising strategies through a single platform, whether focused on a national, regional or local audience or targeting specific interests, issues or user communities. We also utilize our data assets and predictive modeling expertise to design marketing campaigns that retarget our audience beyond the Everyday Health portfolio. We believe a key differentiator of our business is our ability to use our extensive data assets to provide marketers with more significant and measurable ROI relative to offline and other online channels. We provide our marketers with detailed post-campaign reporting that allows them to measure and evaluate the effectiveness of their campaigns. Benefits to payors, providers and employers Innovative Consumer Engagement Platform; Efficient Consumer Acquisition Vehicle. Our personalized content, interactive tools and trackers and community features promote high levels of engagement focused on improving consumers health and managing chronic conditions. We believe payors, providers and employers can utilize our scaled and targeted database of consumers and customized engagement solutions to achieve their health outcome goals, thereby leading to lower overall cost of care, higher employee productivity and greater member and employee satisfaction. For example, in 2013, we partnered with the Mayo Clinic to develop a digital health management platform that provides health assessment tools, lifestyle education, health coaching and wellness information to employers and payors. In addition, we believe payors will view our large and engaged audience as an attractive vehicle for recruiting consumers for their products and services, including health insurance being offered on new public exchanges. Competitive advantages The combination of our large and registered user base, premier health and wellness brands, content and tools, and proprietary data assets and personalization technology, creates a unique health engagement platform that we can monetize to address the varied business needs of constituencies across the health and wellness landscape. Our key competitive advantages include the following: Portfolio Management. Our ability to curate and cross-promote a broad array of premier content across the Everyday Health portfolio has allowed us to aggregate a highly engaged audience of consumers and healthcare professionals through online and mobile channels. Proprietary Data and Analytics Expertise. Our sophisticated data and analytics capabilities allow us to provide a superior user experience with personalized content offerings, optimize advertising performance in real time and provide marketers with targeted solutions for their campaigns. Measurable ROI for Marketers. We have developed a differentiated process to prove ROI for our clients by working closely with third party vendors, such as IMS and Crossix, to independently measure the impact of our programs, including measuring increases in brand awareness and sales. This research allows us to optimize our campaigns and demonstrate a positive ROI for our customers. Strategic Relationships with Brand Advertisers. We have built deep relationships with many leading brand advertisers and advertising agencies that view us as a strategic and trusted partner for complex digital marketing initiatives that target specific population sets with personalized content and messaging. Powerful Network Effects. Our content personalization capabilities and ability to develop sophisticated marketing programs continuously improve as our database expands. This self-reinforcing network effect helps enhance our brand, improves user engagement and attracts new users to our properties. Our growth strategy We intend to utilize our premier content, data assets and large and engaged user base to continue to grow our business. Key elements of our growth strategy include: increasing our advertising and sponsorship revenues and customer base; growing our healthcare professional business; expanding our multi-channel content and data and analytics capabilities; utilizing our existing assets to generate significant revenue from a broader set of healthcare constituencies; enhancing the Everyday Health brand; and acquiring complementary businesses. Risks related to our business Our business is subject to a number of risks which you should consider before making an investment decision. These risks are discussed more fully in the section of this prospectus titled "Risk factors." These risks include, among others: if we are unable to provide content and services that attract users to the Everyday Health portfolio on a consistent basis, our advertising and sponsorship revenues could be reduced; if we are unable to prove that our advertising and sponsorship offerings provide a good ROI for our customers, our financial results could be harmed; failure to maintain and enhance our brands could have a material adverse effect on our business; our ability to deliver personalized content depends on our ability to collect and use data, and any limitations on the collection and use of this data could significantly diminish the value of our solutions; our possession and use of personal information presents risks that could harm our business, and any unauthorized disclosure or manipulation of such data could expose us to costly litigation and damage our reputation; changes in regulations impacting healthcare, data privacy, intellectual property rights or marketing practices could hurt our business and financial results; our history of net losses since inception and expectation that such losses will continue for the foreseeable future; and if we are unable to generate sufficient cash flow from our operations, we may be unable to meet our fixed payment obligations, including required interest and principal payments on our long-term debt. Corporate history and information We were incorporated in Delaware in January 2002 as Agora Media Inc. We changed our name to Waterfront Media Inc. in January 2004. In January 2010, to better align our corporate identity with the Everyday Health brand, we changed our name to Everyday Health, Inc. Our principal executive office is located at 345 Hudson Street, 16th Floor, New York, NY 10014, and our telephone number is (646) 728-9500. Our Internet website address is www.EverydayHealth.com. The information on, or that can be accessed through, any property in the Everyday Health portfolio is not part of this prospectus, and you should not consider any information on, or that can be accessed through, any property in the Everyday Health portfolio as part of this prospectus. The names Everyday Health and MedPage Today and our logos are trademarks, service marks or trade names owned by us. All other trademarks, service marks or trade names appearing in this prospectus are owned by their respective holders. Additionally, we are an emerging growth company as defined in the recently enacted Jumpstart Our Business Startups Act, or the JOBS Act, and therefore, we may take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal control over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments. We may take advantage of these exemptions until we are no longer an emerging growth company. In addition, the JOBS Act provides that an emerging growth company can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated March 17, 2014. 7,150,000 shares Common stock This is an initial public offering of shares of common stock of Everyday Health, Inc. Everyday Health is offering 5,360,000 of the shares to be sold in this offering. The selling stockholders identified in this prospectus are offering 1,790,000 shares. Everyday Health will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $13.00 and $15.00. We have applied to list our common stock on the New York Stock Exchange under the symbol EVDY. Mayo Clinic has indicated an interest in purchasing in this offering, at the initial public offering price, up to that number of shares of our common stock having an aggregate value of $10 million. Because this indication of interest is not a binding agreement or commitment to purchase, Mayo Clinic may elect not to purchase shares in this offering. The underwriters will receive the same discounts and commissions from any shares of our common stock purchased by Mayo Clinic as they will from any other shares of our common stock sold to the public in this offering. We are an emerging growth company as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See Risk factors beginning on page 13 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions(1) $ $ Proceeds, before expenses, to Everyday Health $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) We refer you to Underwriting on page 149 for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 7,150,000 shares of common stock, the underwriters have the option to purchase up to an additional 1,072,500 shares from Everyday Health at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares of common stock on or about , 2014. J.P. Morgan Credit Suisse Citigroup Stifel SunTrust Robinson Humphrey Prospectus dated , 2014. The offering Common stock offered by Everyday Health 5,360,000 shares Common stock offered by the selling stockholders 1,790,000 shares Common stock to be outstanding immediately after this offering 29,678,020 shares Use of proceeds We estimate that we will receive net proceeds from this offering of approximately $66.8 million, based on an assumed public offering price of $14.00 per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and general corporate purposes, including funding capital expenditures and operating losses. We may also use a portion of the net proceeds to repay borrowings under our credit facility or acquire complementary businesses, products or technologies. However, we do not have agreements or commitments for any specific repayments or acquisitions at this time. We will not receive any proceeds from the sale of shares by the selling stockholders in this offering. See section titled Use of proceeds for additional information. Proposed NYSE symbol EVDY Risk factors You should read the Risk factors section beginning on page 13 and other information included in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock. The number of shares of common stock that will be outstanding after this offering is based on 24,055,334 shares of common stock outstanding as of March 15, 2014 after giving effect to the assumptions in the following paragraph and includes an additional 262,686 shares of common stock to be issued upon exercise of stock options and warrants by certain of the selling stockholders in connection with the sale of these shares in the offering. The number of shares that will be outstanding after the offering excludes: 6,532,679 shares of common stock issuable upon exercise of outstanding options with a weighted-average exercise price of $9.30 per share; 641,177 shares of common stock issuable upon the exercise of certain outstanding warrants with a weighted-average exercise price of $1.91 per share; and 1,053,742 shares of common stock reserved for future issuance under our equity incentive plans, consisting of (a) 353,742 shares of common stock reserved for issuance under our 2003 Stock Option Plan, (b) 200,000 shares of common stock reserved for issuance under our 2014 Equity Incentive Plan, and (c) 500,000 shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan, as well as any automatic increases in the number of shares of common stock reserved for issuance under our 2014 Equity Incentive Plan and our 2014 Employee Stock Purchase Plan. On the date of this prospectus, any remaining shares of common stock available for issuance under our 2003 Stock Option Plan will be added to the shares of common stock reserved under our 2014 Equity Incentive Plan, and no additional grants will be awarded under our 2003 Stock Option Plan. Additional shares may be added to the shares of common stock reserved for issuance under our 2014 Equity Incentive Plan upon the expiration, termination, forfeiture or other reacquisition of shares of common stock issuable upon the exercise of stock options outstanding under our 2003 Stock Option Plan. See Executive compensation Equity incentive plans for additional information. Except as otherwise indicated herein, all information in this prospectus, including the number of shares that will be outstanding after this offering, assumes or gives effect to: a 1-for-1.5 reverse stock split effected on March 14, 2014; the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 18,457,235 shares of common stock, based on an assumed initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, which will occur automatically upon completion of this offering, which we refer to as the automatic preferred stock conversion; the automatic net exercise of a warrant to purchase 150,000 shares of our common stock at an exercise price of $0.015 per share as described elsewhere in the prospectus in the section titled Description of capital stock Warrants, which we refer to as the automatic warrant exercise; no exercise by the underwriters of their option to purchase up to 1,072,500 additional shares from us; and the adoption of our amended and restated certificate of incorporation and our amended and restated bylaws that will occur upon consummation of this offering. The number of shares of our common stock to be issued upon the automatic conversion of all outstanding shares of our redeemable convertible preferred stock depends in part on the initial public offering price in this offering. The terms of our Series G redeemable convertible preferred stock provide that the ratio at which each share of such series automatically converts into common stock in connection with this offering will increase if the initial public offering price is below $17.82 per share, which would result in additional shares of our common stock being issued upon conversion of our Series G preferred stock. Based upon the assumed initial public offering price of $14.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, the outstanding shares of our Series G preferred stock would convert into an aggregate of 2,692,020 shares of our common stock immediately prior to the closing of this offering. For illustrative purposes only, the table below shows the number of shares of our common stock that would be issuable upon conversion of the Series G preferred stock at various initial public offering prices and the resulting total number of outstanding shares of our common stock expected to be outstanding after this offering: Assumed Public Offering Price ($) Shares of Common Stock Issuable upon Conversion of Series G Preferred Stock Total Shares of Common Stock Outstanding After this Offering $ 12.00 3,140,707 30,126,707 $ 13.00 2,899,105 29,885,105 $ 14.00 2,692,020 29,678,020 $ 15.00 2,512,568 29,498,568 $ 16.00 2,355,527 29,341,527 Until , 2014 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

parsed_sections/prospectus_summary/2014/CIK0001366312_juhl_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information from this prospectus but does not contain all information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the information under Risk Factors beginning on page 8, and the financial statements and related notes included elsewhere in this prospectus, before making an investment decision in our Common Stock. Company Overview Juhl Energy is an established leader in the clean and renewable-energy industry. Juhl Energy historically focused on community wind power development, management and ownership, throughout the United States. We are one of the few companies other than utility based conglomerates that handle all aspects of wind project development, through our operating subsidiaries, including full development and ownership of wind farms, general consultation on wind projects, construction management of wind farm projects and system operations and maintenance for completed wind farms, which results in multiple revenue streams. The primary focus of our wind power development business has been to build 5 MW to 80 MW wind farms jointly owned by local communities, farm owners, environmentally-concerned investors, and our Company. The wind farms are connected to the general utility electric grid to produce clean, environmentally-sound wind power. Our development of community wind power systems generally results in landowners owning a portion of the long-term equity in the wind farm that resides on their land. We pioneered community wind power systems in developing the currently accepted financial, operational and legal structure providing local ownership of medium to large scale wind farms. Since 1999, we have completed 23 wind farm projects, accounting for approximately 240 MW of wind power that currently operate in the Midwest region of the United States, and we provide operation management and oversight to wind generation facilities generating approximately 88 MW, through our subsidiary, Juhl Energy Services. Currently, we have 20 projects in various stages of development with an aggregate wind power generating capacity of approximately 295 MW (5 of which we are actively developing with an aggregate wind power generating capacity of approximately 89 MW and 15 of which are early stage wind development opportunities, which includes projects undergoing feasibility analysis, with an aggregate wind power generating capacity of approximately 206 MW). The 20 wind farm projects, all of which are on-shore type projects, are located in the United States and Canada and make up our development pipeline. One of the unique aspects at Juhl Energy is the diversity and integration of its subsidiaries which make up our business model. The Company operates through the following subsidiaries (with further description set forth below): Juhl Renewable Assets renewable assets ownership Juhl Energy Development wind farm development Juhl Energy Services wind farm management and turbine maintenance services together with cellular communication tower maintenance activities Juhl Renewable Energy Systems small scale renewable systems Next Generation Power Systems refurbished turbines and maintenance support Power Engineers Collaborative engineering services Diversifying Strategy and Execution Juhl Energy s diversification strategy focuses upon the delivery of sustainable revenue growth outside of wind farm development and construction fee revenue. As such, the acquisition of additional energy assets remains a meaningful part of our focus on the growth of our revenue and net income. Further, Juhl Energy s business strategy has allowed us to remain well-positioned for future growth despite the uncertainty surrounding federal policy with respect to tax incentives which have impacted businesses operating in the wind industry. Our business and operating strategy, among other things, is to continue to develop into an innovative, diverse and balanced clean energy company. We will work to leverage our portfolio of existing community wind power projects, develop new wind farm projects, including at industrial plants to help reduce the carbon footprint of manufacturers, and take equity ownership positions in existing community-based wind farms. Further, we are continuing to diversify our business operations by expanding our product offerings to energy conscious consumers with the development of our small scale renewables, including wind turbines and solar products, and more recently, expanding our maintenance services capabilities to include cellular towers. We have also expanded our services offerings to provide engineering services for our clients. We believe that the expansion into engineering consulting services with the acquisition of PEC in 2012 has significantly increased our ability to grow our revenues beyond development and construction of community wind projects into the full range of clean energy projects including natural gas, biomass, waste-to-energy, medium-to-large on-site solar, and support to larger wind farm construction. We have experienced growth in revenues for PEC and expect this to continue, complimented by our experience in wind farm development and construction. 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 (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price (1) Amount of Registration fee Common Stock, $.0001 par value (2)(3) $3,450,000 $444.36 (4) (1) Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also relates to an indeterminate number of additional shares which may be issuable to prevent dilution resulting from stock dividends, stock splits, recapitalization or other similar transactions effected without the receipt of consideration that results in an increase in the number of the outstanding shares of common stock. (2) Estimated solely for the purpose of computing the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (3) Includes shares the underwriter has the option to purchase to cover over-allotments, if any. (4) Previously paid. 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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. With our entry into the U.S. telecommunication industry, through Juhl Tower Services, a wholly-owned subsidiary of Juhl Energy Services (as discussed below), we perform implementation and maintenance activities on cellular communication towers. Juhl Tower Services enters into contracts with the owners of the cellular communication towers that lease antenna space to wireless service companies and radio and television broadcasters. Such contracts are structured whereby Juhl Tower Services is engaged as a subcontractor to maintain equipment on cellular towers for the owners of the cellular towers. Juhl Tower Services provides us the opportunity to utilize our experience of providing maintenance to wind turbines and apply that to cellular communication towers, with the recruitment of crew leaders and operations personnel with substantial experience in servicing cellular equipment. Further, we believe that such entry into the telecommunications industry exemplifies our strategy to diversify our service offerings, allowing us to capitalize on the growth of the telecommunication industry and the resulting demand for infrastructure, including the cellular communication towers, by using our expertise gained from the maintenance of turbines in our core business of wind farm development. To date, we have completed maintenance activities on 231 cell towers, and we are now collecting revenue. Our expectation is that such contracts will lead to a profitable revenue stream in the remaining quarters of 2014. Competitive Advantages/Strengths Our Company is a diversified clean energy company built upon our roots as a pioneer in the wind farm development industry with particular expertise in the community wind sector. We believe that we have a number of competitive advantages in the clean renewable energy sector in addition to our nationally-recognized community wind development: Tiered Service Offering Results in Multiple Revenue Streams. One of our key advantages is that we generate revenue from our operating subsidiaries offering diversified products and services in all segments of the renewable clean energy sector rather than relying solely on one operating subsidiary to produce revenue: Juhl Renewable Assets focuses on the acquisition of ownership positions in wind farms and investment in other renewable energy assets which provide predictable revenues and strong operating margins. Capitalizing on the unique knowledge base of our parent company, Juhl Renewable Assets acquires new and existing wind farms, thus building an asset base with predictable cash flows. Juhl Energy Development is our wind farm development subsidiary, where revenue is generated from development, service and construction fees earned from each of the wind farms that we develop, which revenue is recognized on a completed basis. Juhl Energy Services is our wind farm operations and maintenance subsidiary, where revenue is earned from administrative, management and maintenance services agreements and is recognized as the in-field services are provided. In early 2013, Juhl Energy Services formed a wholly-owned subsidiary, Juhl Tower Services, which enters into agreements to maintain equipment on towers, including wind generating towers and cellular towers. We have completed maintenance activities on 231 cell towers to date and anticipate this will lead to a profitable revenue stream in the remaining quarters of 2014. Juhl Renewable Energy Systems is our small scale renewable subsidiary, where revenue will be contributed through the sale and installation of renewable energy systems, including solar products and small scale wind turbines, to the energy consumer (including agricultural-related businesses and municipalities) which provide modern options in terms of cost effectiveness, performance, and reliability. Power Engineers Collaborative expands our professional capacities beyond wind and into the full range of clean energy sectors including natural gas, biomass, waste-to-energy, medium-to-large on-site solar, and support to larger wind farm construction. Proven Record in Developing Wind Farm Projects. One of our key advantages is that we have completed 23 community wind farm projects to date, representing approximately 240 MW of generating capacity of electricity, and currently have projects in various stages of development, amounting to a total of 295 MW of wind power generating capacity of electricity. We expect that the ability to point to actual projects completed, along with the extensive knowledge base developed and relationships necessary to get the job done, will provide us an edge in securing new projects with owners considering retaining a development company. The significant relationships we have developed include those with utility power purchasers, equity and debt project finance sources, turbine suppliers and contractors. These strengths, we believe, will support continued growth of our nationally-recognized community wind farm development business. The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold until the registration statement is effective. This prospectus is not an offer to sell these securities and does not solicit an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED JULY 29, 2014 JUHL ENERGY, INC. 15,000,000 Shares of Common Stock We are offering 15,000,000 shares of our common stock, par value $.0001 per share, which we refer to in this prospectus as the Common Stock or the Shares . Our Common Stock is currently quoted on the OTC Bulletin Board under the symbol JUHL . The closing price of our Common Stock on the OTC Bulletin Board on July 24, 2014 was $0.28 per share. We currently expect the public offering price to be between $0.16 and $0.20 per share. The public offering price of the Common Stock offered by this prospectus will be determined by negotiation between management and the underwriter, in consideration of market conditions and other prevailing factors on the day we price the Shares covered by this prospectus. The offering price may not reflect the price at which the Common Stock trades. The trading price is subject to change as a result of market conditions and other factors, and we cannot assure you that the Shares can be resold at or above the public offering price. Investing in our Common Stock involves a high degree of risk. See Risk Factors beginning on page 8 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. Investment in our Common Stock involves a high degree of risk and you should purchase Shares only if you can afford a complete loss of your investment. Per Share Total Public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us (2) $ $ (1) The underwriter will receive compensation in addition to the underwriting discount, including warrants to purchase 5.0% of the shares of Common Stock sold in this offering with a per share exercise price equal to 115% of the public offering price of the Common Stock sold in this offering, reimbursement of its out-of-pocket expenses (including fees and expenses of counsel) in connection with this offering in an amount not to exceed $125,000, and a right of first refusal to serve as our exclusive placement agent, lead managing underwriter or exclusive financial advisor in connection with future transactions we undertake within the one year period following the effective date of this offering if this offering is completed. See the heading entitled Underwriting on page 90 of this prospectus for disclosure regarding compensation to the underwriter payable by us. (2) We estimate that the total expenses of this offering, exclusive of the underwriters discount, will be approximately $265,948. This amount includes estimated expenses we have agreed to reimburse the underwriter. We have granted to the underwriter an option to purchase up to 2,250,000 additional shares of our common stock to cover over-allotments, if any, within 30 days of the date of this prospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The underwriter expects to deliver our shares to purchasers in the offering on or about , 2014. Northland Capital Markets The date of this prospectus is , 2014. Experienced Management Team. Led by an industry leader, Dan Juhl, we believe our development team is highly qualified in its experience, credibility and track record. Mr. Juhl is an expert in the wind power field and is considered a pioneer in the wind industry having been active in this field since 1978. He was a leader in the passage of specific legislation supporting wind power development in the states of Minnesota and Nebraska, as well as contributing to the development of the currently accepted, financial, operational and legal structure providing local ownership of medium-to-large scale wind farms. John Mitola, our President, is also considered an expert in the energy field having focused his career on energy efficiency, demand side management and independent power development. He has significant experience in the energy industry and electric industry regulation, oversight and government policy. The rest of our management team has collectively been involved in the wind power industry for more than 30 years. We believe that our experience in developing community wind farms in new market areas and operating energy companies will enable us to continue to successfully expand our development portfolio. Further, we believe our management s understanding of deregulated energy markets enables us to maximize the value of our development portfolio. Our team has experience in site selection, market analysis, land acquisition, community relations, permitting, financing, regulation and construction. As we build on our diverse renewable energy business through strategic acquisitions or joint ventures with other industry partners on specific renewable energy projects, our experienced management team s position in the industry will be elevated which will enhance our ability to secure projects that meet our criteria and move forward on those renewable energy projects. Established Local Presence and Credibility. In the Midwest U.S. markets where we are active, our management team maintains a local presence and promotes community stakeholder involvement. By maintaining our principal office in Pipestone, Minnesota and satellite offices in Minneapolis, Minnesota and Chicago, Illinois, and becoming involved in local community affairs, we develop a meaningful local presence, which we believe provides us with a significant advantage when working through the local permitting processes and helps to enlist the support of our local communities for wind farms. We believe that our local approach has enabled us to secure approvals and support for our projects in regions that have historically voiced opposition and has given us a significant advantage over competitors, who are not as active in the local communities in which we are developing wind farms. Our management s active participation in the state and local regulatory and legislative processes has led to the growth of community wind across the Midwest. We plan to use the credibility that has been built in the local communities to expand our presence outside of the Midwest U.S. market, where we can take advantage of higher electricity rates. Currently, we are developing a project in upstate New York to capitalize on higher electricity rates. At the end of 2012, we formed a joint venture with Boulder, Colorado-based 8030 Companies to focus on the acquisition of existing wind farms and other clean energy assets across the United States and Canada. This allows us to leverage the credibility that we have acquired in the community wind farm industry to expand our reach beyond the Midwest market and leverage our experience to augment operating assets and projects. Strategic Acquisition Subsidiary Juhl Renewable Assets. Juhl Renewable Assets is our vehicle for strategic acquisitions to supplement our wind energy business and take advantage of the growth occurring in the community wind industry. Our strategic acquisition plan actively focuses on the following: (i) acquisition of additional wind service businesses, including other operation and maintenance providers and wind consulting providers; (ii) acquisition of ownership of existing wind farms that fit our distributed generation model and the size projects we typically develop; and (iii) acquisition or joint venture relationships with other industry partners on specific projects, where we can share the various elements of fees and profits including development fees, general construction, management, and operations and maintenance. Such an acquisition strategy results in acquiring assets that provide a residual, repeatable annual revenue stream. Our focus is to take advantage of opportunities in regions with higher energy rates. Currently, we own or have an interest in the following operating wind farms: (i) Valley View Wind Farm (10 MW); (ii) Woodstock Hills Wind Farm (10.2 MW), and (iii) Winona Wind Farm (1.5 MW), all of which are located in Minnesota. In addition to these positions in our current operating wind farms, Juhl Renewable Assets has reached a definitive agreement to acquire two wind farm projects, consisting of 3.2 MW, in Iowa. Those projects are under common ownership. The closing is subject to consent by the existing lenders, or the Company obtaining an alternative debt financing arrangement. TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements and Industry Data 1 Definitions 2 Prospectus Summary 3

parsed_sections/prospectus_summary/2014/CIK0001379246_body_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A 1 body-resalesx192414sx1aame.htm S-1/A Body-ResaleS-192414 S-1 / A Amendment As filed with the Securities and Exchange Commission on November 19, 2014 Registration No. 333-198924 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Body Central Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 5600 14-1972231 (State or other jurisdiction of incorporation or organization) Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 6225 Powers Avenue Jacksonville, Florida 32217 Telephone: (904) 737-0811 (Address, including zip code, and telephone number, including area code, of principal executive offices) Ben Rosenfeld President and Chief Executive Officer Body Central Corp. 6225 Powers Avenue Jacksonville, Florida 32217 Telephone: (904) 737-0811 (Address, including zip code, and telephone number, including area code, of agent for service) Copies to: Scott H. Moss, Esq. Alan Wovsaniker, Esq. Lloyd Jeglikowski, Esq. Lowenstein Sandler LLP 65 Livingston Avenue Roseland, New Jersey 07068 Telephone: (973) 597-2500 Approximate date of proposed sale to public: From time to time 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. 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. 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. 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 Accelerated filer x Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to Be Registered Amount to Be Registered Proposed Maximum Offering Price per Share Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share, underlying subordinated secured convertible notes sold to selling stockholders in private placement 5,968,080(1) $ 1.43(2) $ 8,534,354.40(2) $ 991.69(3) (1) Amount of shares of the registrant s common stock, par value $0.001 per share, to be registered and offered and sold by the selling stockholders. Represents (i) 5,142,864 shares of the registrant s common stock issuable upon conversion of the $18 million initial aggregate principal amount of subordinated secured convertible notes issued by the registrant to the selling stockholders in a private placement on June 27, 2014 (the convertible notes ) plus (ii) an additional 825,216 shares of the registrant s common stock issuable correlating to two years of capitalized interest on the convertible notes, based on the registrant s good faith estimate that capitalized interest will be added to the outstanding principal amount of the convertible notes on a quarterly basis at a rate of 7.5% per annum for approximately the first two years of the three-year term of the convertible notes. The convertible notes have a fixed conversion price initially set at $3.50 per share, subject to adjustment for stock splits, combinations or similar events and subsequent dilutive issuances during the term of the convertible notes. In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act ), this registration statement also covers such indeterminate number of additional securities as may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low reported sale prices of the registrant s common stock as traded on the OTC Pink marketplace on November 12, 2014. (3) The registrant previously paid a registration fee of $2,196 upon the initial filing of this registration statement on September 24, 2014. No additional fee is payable with the filing of this Amendment No. 1. 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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine. The information in this prospectus is not complete and may be changed. The selling stockholders identified in this prospectus may not 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. Preliminary Prospectus Subject to Completion, dated November 18, 2014 5,968,080 Shares Body Central Corp. Common Stock The selling stockholders named in this prospectus may offer and sell from time to time up to 5,968,080 shares of our common stock covered by this prospectus. The shares of common stock offered by the selling stockholders represent (i) 5,142,864 shares of our common stock issuable upon conversion of the $18 million initial aggregate principal amount of subordinated secured convertible notes (which we sometimes refer to herein as the convertible notes ) issued by us to the selling stockholders in a private placement on June 27, 2014, plus (ii) an additional 825,216 shares of our common stock issuable correlating to two years of capitalized interest on the convertible notes, based on our good faith estimate that capitalized interest will be added to the outstanding principal amount of the convertible notes on a quarterly basis at a rate of 7.5% per annum for approximately the first two years of the three-year term of the convertible notes (with capitalized interest for one calendar quarter having been added to the principal balance of the convertible notes to date). The convertible notes have a fixed conversion price initially set at $3.50 per share, subject to adjustment for stock splits, combinations or similar events and subsequent dilutive issuances during the term of the convertible notes. Information about the selling stockholders is set forth in the section entitled Selling Stockholders beginning on page 46 of this prospectus. We are not selling any shares of our common stock under this prospectus and we will not receive any proceeds from the sale of our common stock by the selling stockholders. We will bear all expenses of registration incurred in connection with this offering, except any underwriting discounts and commissions and certain other expenses incurred by the selling stockholders in disposing of their shares. Following the effectiveness of the registration statement of which this prospectus forms a part, the selling stockholders identified in this prospectus, or their respective pledgees, donees, transferees or other successors in interest, may offer and sell the shares of common stock being offered by this prospectus from time to time in public or private transactions, or both. The sale and distribution of the common stock offered hereby may be effected in one or more transactions that may take place on the OTC Pink marketplace, including ordinary brokers transactions, privately negotiated transactions or through sales to one or more dealers for resale of such securities as principals, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders. See Plan of Distribution beginning on page 49 for a more complete description of the ways in which the shares being offered by this prospectus may be sold. The selling stockholders and intermediaries through whom such securities are sold may be deemed underwriters within the meaning of the Securities Act of 1933, as amended, with respect to the securities offered hereby, and any profits realized or commissions received may be deemed underwriting compensation. Our common stock is presently quoted on the OTC Pink marketplace. On November 17, 2014, the last reported sale price of our common stock on the OTC Pink marketplace was $2.35 per share. Unless otherwise expressly stated to the contrary, all share numbers and per share prices in this prospectus have been adjusted to give effect to the one-for-ten reverse stock split of our common stock which we implemented on September 4, 2014, and which became effective for trading purposes on September 9, 2014. Investing in our common stock is highly speculative and involves a significant degree of risk. See Risk Factors beginning on page 15 of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November _, 2014. TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001382605_yodle-inc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001394170_sungard_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001400728_well_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus. This summary does not contain all the information that you should consider before investing in the common stock of Well Power, Inc. (referred to herein as the "Company," "we," "our," and "us"). You should carefully read the entire Prospectus, including "Risk Factors," "Management s Discussion and Analysis of Financial Condition and Results of Operations" and the accompanying financial statements and notes before making an investment decision. Business Overview Well Power, Inc. was incorporated on March 26, 2007 under the name of "Vortec Electronics, Inc." On December 10, 2013, we filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, Well Power, Inc. (the "Merger") whose shareholder approval was not required pursuant to Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors ("the Board") authorized a change in our name to "Well Power, Inc." and our Articles of Incorporation were amended to reflect this name change accordingly. Our ticker symbol subsequently changed from "VOELD" to "WPWR" to resemble our new name. Since the Merger, we have acquired an exclusive license from ME Resource Corporation ("MEC"), a Canadian publicly listed company for which a director and the Chief Technology Officer is related to our President Dan Patience. MEC is creating mobile and scalable Wellhead Micro-Refinery Units ("MRUs") deployable close to the wellhead to process raw natural gas into liquid fuels and clean power. As a result of the license with MEC, we are now in the business of distributing MRUs in the State of Texas and from there into other geographical areas. The product is still under development, which is ongoing, and the first MRU is expected to occur within a year. Discussions are ongoing to raise capital to begin construction of a commercial unit. There is no assurance that we will be able to raise the capital needed to develop the first MRU. Our expectation is that we will obtain financing, chose a site for the MRU, and begin construction of the unit in the third quarter. As such, we will not be able to realize any revenue from the sale of MRUs until the development has completed and a commercialized product is ready for launch. Our plan is to assist the development of the MRUs and distribute them in our licensed territory. We hope to provide oil and gas producers and operators in the State of Texas a solution to process otherwise wasted natural gas, including stranded, shut-in, flared and vented gas and produce valued end-products including engineered fuel (diesel, diluents, synthetic crude) and electrical power. The MRU is a novel method and apparatus, for producing chemicals, heat, energy and water from a methane-containing gas. The innovative method and apparatus makes use of heterogeneous catalysis in a single-vessel, beginning with the partial oxidation of methane to produce synthesis gas followed by a Fischer-Tropsch reaction to produce chemicals and other end products with no excess hydrogen. Under our license agreement, we agreed to pay MEC $400,000 for our exclusive license; the money will go toward the unit cost of an MRU at $800,000 or, alternatively, a revenue sharing arrangement where MEC leases the MRU at 50% unit cost and shares in 50% of the net revenue generated. In either event, this money will be applied to the technical and engineering development of the first demonstration MRU in the territory and may be used to develop catalyst for specific engineered fuels. The payment to MEC was due in two installments: i) $100,000 within thirty (30) days of January 29, 2014; and ii) balance of $300,000 within ninety (90) days of January 29, 2014. We have made total cash payments of $379,000 subsequent to the quarter ended July 31, 2014. Equity Purchase Agreement with Premier Venture On August 26, 2013, we entered into the Equity Purchase Agreement with Premier Venture, a California liability company. Pursuant to the terms of the Equity Purchase Agreement, Premier Venture committed to purchase up to $10,000,000 of our Common Stock during the Open Period. From time to time during the Open Period, we may deliver a drawdown notice to Premier Venture which states the dollar amount that we intend to sell to Premier Venture on a date specified in the put notice (the "Put Notice"). The maximum investment amount per notice shall not exceed the lesser of (i) 200% of the average daily trading volume of Company s common stock on the five trading days prior to the day the Put Notice is received by Premier Venture and (ii) 110% of any previous put amount during the maximum thirty-six (36) month period (or for the first Put Notice, 2,000,000 shares). The total purchase price to be paid, in connection to the Put Notice, by Premier Venture shall be calculated at a thirty percent (30%) discount to the lowest individual daily volume weighted average price of the Common Stock during such trading day ("VWAP") of during the five (5) consecutive trading days immediately after the applicable Put notice date, notwithstanding certain provisions pursuant to the Equity Purchase Agreement, less six hundred dollars ($600.00). We have more shares reserved than are covered in this registration statement. In consideration for the execution and delivery of the Equity Purchase Agreement by Premier Venture, we issued Premier Venture 3,955,070 shares of Company s Common Stock (the "Initial Commitment Shares"), at a purchase price equal to 30% discount to the lowest total share price based on the daily VWAPs of the Common Stock on the three (3) trading days immediately preceding the execution date the Equity Purchase Agreement. Table of Contents In connection with the Equity Purchase Agreement, we also entered into a registration rights agreement (the "Registration Rights Agreement") with Premier Venture, pursuant to which we are obligated to file a registration statement with the SEC. We are obligated to use all commercially reasonable efforts to maintain an effective registration statement until termination of the Equity Purchase Agreement. The 14,370,000 shares to be registered herein represent 12.85% of the shares issued and outstanding, assuming that the selling stockholder will sell all of the shares offered for sale. At an assumed purchase price of $0.0371 (representing 70% of the closing price of our Common Stock of $0.053 on November 21, 2014), we will be able to receive up to $533,127 in gross proceeds, assuming the sale of the entire 14,370,000 shares being registered hereunder pursuant to the Equity Purchase Agreement. Accordingly, we would be required to register an additional 255,171,779 shares to obtain the balance of $9,466,873 under the Equity Purchase Agreement. We are currently authorized to issue 4,500,000,000 shares of our common stock. Premier Venture has agreed to refrain from holding an amount of shares which would result in Premier Venture owning more than 4.99% of the then-outstanding shares of our common stock at any one time. There are substantial risks to investors as a result of the issuance of shares of our Common Stock under the Equity Purchase Agreement. These risks include dilution of stockholders percentage ownership, significant decline in our stock price and our inability to draw sufficient funds when needed. Premier Venture will periodically purchase our Common Stock under the Equity Purchase Agreement and will, in turn, sell such shares to investors in the market at the market price. This may cause our stock price to decline, which will require us to issue increasing numbers of common shares to Premier Venture to raise the same amount of funds, as our stock price declines. The aggregate investment amount of $10,000,000 was determined based on numerous factors, including the following: Current financial operating needs Financing of workover projects Acquisition of assets, business and/or operations Acquisition of additional licensing Ot1her purposes that the Board in its good faith deem in the best interest of the Company Where You Can Find Us Our mailing address is 11111 Katy Freeway, Suite # 910, Houston, TX 77079, and our telephone number is (713) 973-5738. THE OFFERING

parsed_sections/prospectus_summary/2014/CIK0001401708_ns-wind_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001422109_blue_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled Risk Factors and Management s Discussion and Analysis of Financial Condition and Results of Operations and our historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms the Company, we, us, and our refer to Blue Earth, Inc., and its subsidiaries, Blue Earth Tech, Inc., Blue Earth Energy Management Services, Inc, Blue Earth Energy Management, Inc., Castrovilla, Inc., Xnergy, Inc., Blue Earth Finance, Inc., Blue Earth Energy Partners, LLC, Ecolegacy Gas & Power, LLC, IPS Power Engineering, Inc., Intelligent Power Inc., Millennium Power Solutions, LLC, Blue Earth Capital, Inc., as well as Genesis Fluid Solutions Holdings, Inc., our former name. Overview The Company Blue Earth, Inc. and subsidiaries (the Company ) is a comprehensive provider of energy efficiency and alternative/renewable energy solutions for small and medium sized commercial and industrial facilities. The Company also owns, manages and operates independent power generation systems constructed in conjunction with these services. The Company built and owned a 500,000 watt solar powered facility on the Island of Oahu, Hawaii, which it has contracted to sell (see below) and has also built, operates and manages seven solar powered facilities in California and is designing and permitting numerous other projects. Our turnkey energy solutions enable our customers to reduce or stabilize their energy related expenditures and lessen the impact of their energy use on the environment. Our services offered include the development, engineering, construction, operation and maintenance and in some cases, financing of small and medium scale alternative/renewable energy power plants including solar photovoltaic (PV), combined heat and power ( CHP ) or on-site cogeneration and fuel cells. Although the Company has a limited operating history and limited revenues in comparison to the size of the projects it has undertaken, as a result of the Company s acquisitions, it is fully staffed with experienced personnel who have previously built many larger complex power plants. As discussed below under Corporate Strategy - CHP or Cogeneration our first CHP power plant is expected to be completed in August 2014 with power revenues commencing soon thereafter. We will build, own, operate and/or sell the power plants or build them for the customer to own. As we continue to expand our core energy services business as an independent power producer we intend to sell the electricity, hot water, heat and cooling generated by the power plants that we own under long-term power purchase agreements to utilities, and long-term take or pay contracts to our industrial customers. The Company also finances alternative and renewable energy projects through industry relationships. We provide our customers with a variety of measures to improve the efficiency of their facilities energy consumption by designing, developing, engineering, installing, operating, maintaining and monitoring their major building systems, including refrigeration, lighting and heating, ventilation and air-conditioning. We offer our utility customers, energy efficiency programs, such as our proprietary Keep Your Cool refrigeration program, adopted by 19 utilities, targeted to their small and medium-sized commercial customers. Our utility based, rate- payer incentive programs, are designed to help commercial businesses use less energy through the upgrade of existing equipment with new, more efficient equipment that helps reduce demand for electricity, lower energy bills and also enable utilities to satisfy state-mandated energy reduction goals. In addition to designing and administering the utility program, we perform the technical audits, sell the program to the commercial customer and in most instances, provide the installation of the equipment. We have continued to expand our comprehensive energy solutions business through strategic acquisitions of companies that have been providing energy solutions to an established customer base or have developed a proprietary technology that can be utilized by our customers to improve equipment reliability, reduce maintenance costs and provide a better overall operating environment. The acquired companies operational activities are being conducted through the following five business units: Blue Earth Solar; Blue Earth CHP; Blue Earth EMS; Blue Earth PPS and Blue Earth EPS. The primary strategic objective for the respective business units is to establish and build brand awareness about the comprehensive energy solutions provided by the Company to its existing and future customers. Each of the Company s five business units is generating revenue, although Blue Earth PPS and Blue Earth CHP have limited revenues, as described below. Proprietary technologies owned by the Company are the PeakPower System (PPS) and the UPStealth System. The PeakPower System is a patented demand response, cloud based technology, that allows remote, wireless monitoring of refrigeration units, lighting and heating, ventilation and air conditioning in thousands of facilities such as super markets and food processing, restaurants and C-stores, drug and discount stores. Blue Earth EPS currently has several energy management systems operational in grocery stores. Revenues are expected to ramp up in 2014, as the Company is making some system changes before a major commercial roll out in 2014. The technology enables the Company s business unit, Blue Earth PPS, to provide energy monitoring and control solutions with real-time decision support to protect our customers assets by preventing costly equipment failures and food product losses. Our PeakPower System also serves as a platform to enter into long-term services agreements that allow most types of refrigeration equipment failures to be predicted, thereby enabling preventive servicing based on need rather than periodic, scheduled and costly service calls. The primary purpose for the acquisition of Intelligent Power on July 24, 2013 was to acquire the patent and other intellectual property rights to the above described energy saving technology. As a result of this acquisition, approximately 4.8% of the Company s total assets at December 31, 2013 were represented by the $4,147,832 of intangible assets acquired in this acquisition. During the year ended December 31, 2013, the Company recognized $-0- of revenues from the acquisition of Intelligent Power. The patent pending UPStealth energy power solution (EPS) Management believes, based on its knowledge of the industry, is the only energy efficient, intelligent digital battery backup management system that was designed to power signalized intersections during loss of utility power. This system has been tested, approved and installed in several cities and municipalities throughout the United States. UPStealth is designed as an alternative to lead-acid battery backup systems, enabling the Company s business unit, Blue Earth EPS, to provide its customers with an environmentally friendly product that is completely recyclable with no issues of hazardous out-gassing, corrosion, flammable or explosive characteristics. The UPStealth battery backup management system can be formed in various configurations that allow the intelligent battery to bend around corners and fit into spaces that cannot be accessed by traditional battery backup systems. Compared to lead-acid battery backup systems, our innovative UPStealth energy power solution s cost of ownership is less, requires less maintenance, performs several years longer, and eliminates costly hazardous disposal issues. We also offer a finance program, which allows cities and municipalities to replace existing systems without capital expenditures. As a result of the Company s acquisition of Millennium Power Solutions on August 23, 2013, the above described system represented approximately 11.6% ($10,039,872) of the Company s total assets at December 31, 2013. The Company recognized revenues of $107,253, and a net loss of $236,014 for the year ended December 31, 2013 from the operations of Millennium Power Solutions. There are several other market verticals where we believe both our proprietary technologies can be applied, separately, or in combination, as a viable, cost effective solution. Examples include: services for data centers, oil and natural gas wells, remote cell towers, risk management services, and demand response systems to decrease energy usage during peak load pricing periods charged by utilities. Corporate Strategy Our strategic objective is to provide our customers with turnkey energy solutions and help them identify and maintain low cost or even no cost savings opportunities to reduce or stabilize their energy related expenditures and lessen the impact of their energy use on the environment. Key components to our corporate strategy include the following: Our primary focus in the near term is expected to be organic growth within our combined heat and power (CHP), solar engineering, procurement, and construction (EPC), energy efficiency (EE)/technology business units; although we continue to evaluate and consider strategic acquisition opportunities. Our organic growth focus in each of these areas is summarized as follows. 1) CHP or Cogeneration: Our business model is to construct and own, on a customer s site under a long term lease, CHP or cogeneration systems, selling the thermal power to the customer and the electricity to the customer and the utility grid under long term power purchase agreements (PPAs). We have targeted large companies within the food-processing sector. To date, the Company has signed a letter of intent with a large U.S. and international protein provider to design, build and operate seven (7) CHP plants. We have invested significant revenues into the feasibility and permitting of these projects, have designed and ordered equipment for these projects and are negotiating and finalizing the various operating contracts. We have continued to negotiate these operating contracts while all of the foregoing work has been carried out and expect to enter into the initial contracts in the near term. The PPA agreements with our customers will be on a take or pay basis at a guaranteed discount rate from what they currently pay to their local utility providers. To date, Blue Earth CHP has received limited revenue from engineering work done for a large food processor. Revenues from the sale of electricity generated, which is the foundation of this business unit, are expected to commence in the third quarter of 2014, when the first power plant is scheduled to be completed. The Company raised adequate equity to build this first power plant through its $12 million warrant exercise in November 2013. In December 2013, the Company ordered generators, costing approximately $6.1 million for two power plants for which the total cost is expected to be approximately $17 million. The Company is making the equipment installment payments and construction costs from cash on hand, while selecting among several project debt financing options. The Company will install, own and operate the systems at two food-processing facilities selling thermal and electric power to the customer and the local utility under 20 year power purchase agreements, none of which have been signed. The units are modular, so construction is primarily assembly that is expected to be completed with power revenues commencing in or about August of 2014. In March 2014, the Company ordered generators costing approximately $17.6 million for three power plants, for which the total cost is expected to be approximately $67 million. These facilities are expected to be operational in the fourth quarter of 2014. In the event that the Company is unable to reach a definitive agreement with the intended customer or the customer is otherwise unable to commence commercial operations, the CHP equipment purchased is generic to virtually all CHP projects; the design work is usable for other potential customers and only a small amount of expenditures is site specific and would be written off. Although these are the Company s first CHP power plants, Blue Earth team members have extensive experience building many, larger, more complex CHP power plants with prior employers. The Company also employs large engineering companies for selected engineering and procurement activities as budgeted and planned. The purpose of the Company s acquisition of IPS Engineering Inc. (IPS) and Global Renewable Energy Group Inc.(GREG) was to acquire the plans and development of the above described CHP projects. As a result of this acquisition, the percentage of the Company s total assets represented by construction in progress assets of $44,029,229 at December 31, 2013, was approximately 51%. The Company recognized revenues of $11,444 and a net loss of $319,931 for the year ended December 31, 2013 from IPS and GREG. 2) Solar EPC: Our strategy is to joint venture with under-financed solar developers in order to gain EPC gross margins that exceed the 8-12% common within the industry. The Company is currently constructing 27 solar projects in Hawaii, has recently constructed seven (7) solar projects in California, and is designing and permitting numerous other projects. Our joint venture agreement with NGP and Talesun contractually commits them to use the Company exclusively as an EPC for over 150 MW of solar project construction.Under the terms of the joint venture agreement, the Company invested $2.0 million in cash. The Company had a commitment to lend up to $6,500,000, as orally extended to March 31, 2014, which expired, however the parties are negotiating a possible extension of the commitment, the terms of which note are being renegotiated. The 150 MW of committed projects represent approximately a $300 million pipeline (as defined herein) of solar work as provided in the joint-venture Agreement first announced in September 2013 with a contracted 20% gross margin on a cost plus basis. It is possible that the Company may reduce the gross margin in some select cases to accelerate conversion of pipeline to backlog, as defined below. Projects that have not yet been funded are considered to be pipeline. It is only when project financing is arranged that projects are moved from pipeline to backlog. The Company has not generated any revenues, to date, from this joint venture. Historically, the Company s pipeline for acquisition was large and generally not realized for various reasons, including site control, permitting, engineering, interconnect, and an inability to obtain project financing. Specifically, the $585 million pipeline announced in September 2011 in connection with the Company s acquisition of Xnergy, Inc. included in excess of 60 projects, which were not converted into significant revenues for all of the different reasons as described above and no longer exists. However, the Company s new solar management team has significant experience in converting pipeline into backlog and completing projects and is focused on converting the current $300 million pipeline originating from the joint-venture projects and other projects under development by the Company into revenues. From the September 26, 2011 acquisition of Xnergy through December 31, 2013, the Company recognized total revenues of $12,731,559 from Xnergy. 3) EE/Technology: Our historical EE business has focused on installing lighting, refrigeration and HVAC equipment for our customers which, based on Management s knowledge of the industry, we believe can reduce our customer s costs by 25-60%. We based our projected savings on our having provided energy efficiency services to approximately 11,000 small to medium sized commercial customers. The Company has verified these savings through its monitoring of customer electricity bills and by using energy monitoring equipment that measures energy consumption between the old equipment and the new more effective energy efficient equipment. We anticipate cross-selling to our larger CHP food processor customers. Our two recent technology acquisitions provide us proprietary intelligent battery technology and low cost, cloud based energy management systems that Management expects will give us a competitive edge with our commercial customers. The technology will be added to our proprietary Keep Your Cool utility program that has been accepted by 20 West Coast utilities, which is expected to facilitate the roll out of our utility program across the United States. Expand Scope of Product and Service Offerings. We plan to continue to expand our offerings by including new types of energy efficiency services, products and improvements to existing products based on technological advances in energy savings strategies, equipment and materials. Through the acquisitions of Intelligent Power Inc. and Millennium Power Solutions, LLC we significantly expanded our offerings of proprietary energy management and energy power solutions, which have enhanced our capabilities to offer our customers comprehensive energy savings solutions. Meet Market Demand for Cost-Effective, Environmentally-Friendly Solutions. Through our energy efficiency measures and products, we enable customers to conserve energy and reduce emissions of carbon dioxide and other pollutants. We plan to continue to focus on providing sustainable energy solutions that will address the growing demand for products and services that create environmental benefits for customers. Increase Recurring Revenue. We intend to continue to seek opportunities to increase our sources of recurring revenue as we continue to expand our core energy services business to become an independent power producer, or IPP, by selling the electricity, hot water, heat and cooling generated by on-site power plants that we build and own under long term power purchase agreements, or PPA s. Utility Programs. We intend to offer utilities energy efficiency programs such as our Keep Your Cool refrigeration program and broaden our utility program offerings to their small and medium-sized commercial and industrial customers. Strategic Acquisitions. We will continue to identify and acquire energy management companies and technologies that will enable us to expand our capabilities in our alternative/renewable energy and energy efficiency products and services offerings. The Company has recognized revenues of $10,305,736, $8,466,965 and $4,914,118 for years ended December 31, 2013, 2012 and 2011, respectively, with net losses of $(25,277,153), $(9,640,578) and $(14,000,348), respectively. As of December 31, 2013, the Company had an accumulated deficit of $(62,727,793). Our executive offices are located at 2298 Horizon Ridge Parkway, Suite 205, Henderson, NV 89052. Our telephone number is (702) 263-1808. Recent Developments For the three months ended March 31, 2014, the Company expects to report unaudited revenues of $3,234,217, as compared to $2,163,330 in revenues for the three months ended March 31, 2013, with a net loss of $5,686,460 for the three months ended March 31, 2014, as compared with a net loss of $1,877,417 for the three months ended March 31, 2013. Excluding the non-cash expenses of common stock for services, amortization of intangible assets acquired for stock and stock options/warrants issued for services which total $2,904,380 and $630,192 for the 2014 and 2013 periods, respectively, the loss would have been $2,782,080 and $1,247,217, respectively. On June 30, 2013, the last day of the Company s second fiscal quarter, the market value of the common equity held by non-affiliates was only $60,194,697, and the Company was not required to file as an accelerated filer and was not subject to the filing requirements of an accelerated filer. However, the Company voluntarily filed as an accelerated filer, as it subsequently met the requirements. The Company has amended the registration statement of which this prospectus is a part to reflect the fact that it is still a smaller reporting company. The Offering Securities Offered Hereby This prospectus relates to the sale by certain selling stockholders of up to 33,311,015 shares of our common stock, as described on the cover page of this Prospectus. Offering price Market price or privately negotiated prices. Common stock Outstanding 63,951,292 shares, $.001 par value(1) Warrants Outstanding 26,289,418 (2) Options Outstanding 2,486,239 Common Stock Fully Diluted 97,889,029shares after: the exercise of all outstanding Warrants (26,289,418 shares), Options (2,486,239 shares) and conversion of 460,900 shares of Preferred Stock plus accrued dividends (5,162,080 shares). Use of proceeds We will not receive any proceeds from the sale of the common stock by the selling stockholders. However, we will receive the exercise price, upon exercise of all Warrants. We expect to use the proceeds received from the exercise of the warrants, if any, for general working capital purposes. OTC QB Symbol BBLU Risk Factors You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the Risk Factors section beginning on page 9 of this prospectus before deciding whether or not to invest in our common stock. ______________ (1) Represents the number of shares of our common stock outstanding as of May 7, 2014. (2) As of May 7, 2014, includes: (i) 4,517,500 Class A Warrants and 4,029,154 Class B Warrants outstanding; (ii) 151,931 placement agent warrants outstanding for all prior offerings and (iii) 17,533,333 Warrants issued to Management, Directors and Consultants. Summary Financial Information The summary financial information set forth below is derived from the more detailed audited and unaudited financial statements of the Company appearing elsewhere in this prospectus. This information should be read in conjunction with such financial statements, including the notes to such financial statements. Statement of Operations Data: Years Ended December 31, 2013 2012 2011 2010 2009 Revenue $10,305,736 $8,466,965 $4,914,118 $ - $ - Cost of Sales 7,166,464 5,609,836 2,559,545 - - Gross profit 3,139,272 2,857,129 2,354,573 - - Total Operating Expenses 28,497,962 14,167,889 15,504,604 2,202,320 245,342 Gain (Loss) on Derivative Valuation - 2,037,325 (749,166) 483,441 21,960 Total Other Income (expense) 81,537 1,670,182 (850,317) (468,130) 22,158 Gain (Loss) from Continuing Operations (25,277,153) (9,640,578) (14,000,348) (2,670,450) (223,184) Gain (Loss) from Discontinued Operations (196,241) 33,444 (18,638) (904,322) (2,024,583) Net Loss (25,473,394) (9,607,134) (14,018,986) (3,587,553) (2,247,767) Preferred Dividends (3,188,450) (545,020) (89,357) - - Basic and Diluted Net (Loss) Per Share $(0.70) $(0.51) $(0.93) $(0.24) $(0.19) Weighted Average Number of shares outstanding 36,463,197 18,961,099 15,109,401 15,201,303 12,050,759 Balance Sheet Data: Years Ended December 31, 2013 2012 2011 2010 2009 Cash and Cash Equivalents $8,403,731 $485,366 $505,370 $3,900,096 $4,758,852 Current Assets 21,414,290 5,707,864 2,486,625 3,938,135 4,758,852 Net Assets of Discontinued Operations 251,492 280,513 223,758 - 1,079,308 Total Assets 86,430,766 14,946,946 14,226,072 3,952,067 5,838,160 Warrant Derivative Liability - - 2,037,325 1,288,159 804,718 Total Current Liabilities 7,092,747 6,659,204 6,002,196 1,325,498 1,886,272 Additional Paid-In Capital 143,605,036 42,332,298 33,771,622 12,420,166 10,152,118 Accumulated Deficit (62,727,793) (34,065,949) (23,913,795) (9,805,452) (6,217,899) Stockholders Equity 79,338,019 8,287,742 7,244,538 2,626,569 3,951,888 Total Liabilities and Stockholders Equity $86,430,766 $14,946,946 $14,226,072 $3,952,067 $ 5,838,160

parsed_sections/prospectus_summary/2014/CIK0001429643_cross_prospectus_summary.txt

@@ -0,0 +1 @@
+This summary highlights aspects of our business and the notes. You should, however, carefully read the entire prospectus, including the information presented under the section entitled Risk Factors and our consolidated financial statements and the notes thereto incorporated by reference into this prospectus before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth under Risk Factors and Forward-Looking Statements. Unless the context otherwise requires or indicates, references to Biomet, the Company, we, us and our refer to Biomet, Inc. and its subsidiaries. Our Company General Biomet, Inc., an Indiana corporation incorporated in 1977, is one of the largest orthopedic medical device companies in the United States and worldwide with operations in more than 50 locations throughout the world and distribution in approximately 90 countries. Our principal subsidiaries include Biomet U.S. Reconstruction, LLC; Biomet Orthopedics, LLC; Biomet Manufacturing, LLC; Biomet Europe BV; EBI, LLC; Biomet 3i, LLC; Biomet International Ltd.; Biomet Microfixation, LLC; Biomet Sports Medicine, LLC; Biomet Trauma, LLC; and Biomet Biologics, LLC. We design, manufacture and market surgical and non-surgical products used primarily by orthopedic surgeons and other musculoskeletal medical specialists. We operate in one reportable business segment, musculoskeletal products, which includes the design, manufacture and marketing of products in six major categories: Knees, Hips, Sports, Extremities, Trauma, or S.E.T., Spine, Bone Healing and Microfixation, Dental and Cement, Biologics and Other Products. We have three geographic markets: United States, Europe and International. Corporate Information Biomet is incorporated in the State of Indiana. Our principal executive offices are located at 56 East Bell Drive, Warsaw, Indiana 46582. Our website address is www.biomet.com. The information contained on our website or that can be accessed through our website will not be deemed to be incorporated into this prospectus or the registration statement of which this Table of Contents FORWARD-LOOKING STATEMENTS Some of the statements made under the headings Summary and elsewhere in this prospectus contain forward-looking statements within the meaning of U.S. federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements generally preceded by, followed by or that include the words believe, could, expect, forecast, intend, may, anticipate, plan, predict, possibly, project, potential, estimate, should, will, or similar expressions. These statements include, but are not limited to, statements related to: the timing and number of planned new product introductions; the effect of anticipated changes in the size, health and activities of the population or on the demand for our products; assumptions and estimates regarding the size and growth of certain market categories; our ability and intent to expand in key international markets; the timing and anticipated outcome of clinical studies; assumptions concerning anticipated product developments and emerging technologies; the future availability of raw materials; the anticipated adequacy of our capital resources to meet the needs of our business; our continued investment in new products and technologies; the ultimate marketability of products currently being developed; our ability to successfully implement new technologies and transition certain manufacturing operations, including transitions to China; our ability to manage working capital and generate adequate cash flows to service outstanding debt; our ability to sustain sales and earnings growth; our success in achieving timely approval or clearance of our products with domestic and foreign regulatory entities; our success in implementing our operational improvement programs; the stability of certain foreign economic markets; the effect of foreign currency fluctuations on our results; the impact of anticipated changes in the musculoskeletal industry and our ability to react to and capitalize on those changes; our ability to successfully implement desired organizational changes; the impact of our managerial changes; our ability to take advantage of technological advancements; our reliance on our private equity stockholders; our $5,831.7 million of total indebtedness outstanding as of February 28, 2014, and our ability to incur additional indebtedness in the future; and our inability to generate sufficient cash in order to meet our debt service obligations. Any forward-looking statements contained in this prospectus are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, our Principal Stockholders, the underwriters or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. You should not place undue reliance on any forward-looking statement and should consider the following factors, as well as the factors discussed elsewhere in this prospectus, including under Risk Factors . We believe that these factors include: changes in general economic conditions and interest rates; changes in the availability of capital and financing sources; changes in competitive conditions and prices in our markets; changes to the regulatory environment for our products, including national health care reform; the effects of incurring or having incurred a substantial amount of indebtedness under our 6.500% senior notes, 6.500% senior subordinated notes and senior secured credit facilities; the effects upon us of complying with the covenants contained in our senior secured credit facilities and the indentures governing our 6.500% senior notes and 6.500% senior subordinated notes; restrictions that the terms and conditions of our 6.500% senior notes and 6.500% senior subordinated notes and our senior secured credit facilities may place on our ability to respond to changes in our business or take certain actions; changes in the relationship between supply of and demand for our products; fluctuations in costs of raw materials and labor; Table of Contents prospectus forms a part, and investors should not rely on any such information in deciding whether to purchase the notes. We have included our website address in this prospectus only as an inactive textual reference and do not intend it to be an active link to our website. For additional information, contact our Corporate Communications department at (574) 372-1514. Ownership and Corporate Structures LVB Acquisition, Inc., or Parent, owns all of our issued and outstanding capital stock. LVB Acquisition Holding, LLC ( Holding ) owns 97.19% of the issued and outstanding capital stock of Parent. Substantially all the equity interests in Holding are owned, directly or indirectly, by a consortium of private equity funds affiliated with The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG Global, LLC (together with its affiliates, TPG ), and their co-investors (jointly, the Sponsors ). Table of Contents the effect of foreign currency fluctuations on our results; changes in other significant operating expenses; decreases in sales of our principal product lines; slowdowns or inefficiencies in our product research and development efforts; increases in expenditures related to increased government regulation of our business; developments adversely affecting our sales activities inside or outside the United States; decreases in reimbursement levels by our customers, including certain of our foreign government customers that are experiencing financial distress; difficulties in transitioning certain manufacturing operations to China and other locations; challenges in effectively implementing restructuring and cost saving initiatives; increases in cost-containment efforts from managed care organizations and other third-party payors; loss of our key management and other personnel or inability to attract such management and other personnel; increases in costs of retaining existing independent sales agents of our products; potential future goodwill and/or intangible impairment charges; inability to obtain, protect or enforce our intellectual property rights; unanticipated expenditures related to litigation; and failure to comply with the terms of the DPA (as defined elsewhere in this prospectus). We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. MARKET AND INDUSTRY DATA This prospectus includes industry data and forecasts that we obtained from industry and government publications and surveys, studies conducted by third parties, public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our ranking, market position and market estimates are based on independent industry publications, government publications, third party forecasts and management s estimates and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding our market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed in Cautionary Note Regarding Forward-Looking Statements and Risk Factors in this prospectus. TERMS USED IN THIS PROSPECTUS Unless otherwise noted or indicated by the context, in this prospectus: The term guarantors , as of the date of this prospectus with respect to both the senior notes and the senior subordinated notes, means Biomet 3i, LLC, Biomet Biologics, LLC, Biomet Europe Ltd., Biomet Fair Lawn, LLC, Biomet Florida Services, LLC, Biomet International Ltd, Biomet Leasing, Inc., Biomet Manufacturing, LLC, Biomet Microfixation, LLC, Biomet Orthopedics, LLC, Biomet Spine, LLC, Biomet Sports Medicine, LLC, Biomet U.S. Reconstruction, LLC, Biomet Trauma, LLC, Cross Medical Products, LLC, EBI Holdings, LLC, EBI, LLC, EBI Medical Systems, LLC, Electro-Biology, LLC, Implant Innovations Holdings, LLC, Interpore Cross International, LLC, Interpore Spine Ltd., Kirschner Medical Corporation, Lanx, Inc. and Lanx Sales, LLC. However, since each of our current and future wholly owned domestic restricted subsidiaries that is a guarantor of our senior secured credit facilities will fully and unconditionally guarantee the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, the identities of the guarantors may change from time to time without notice. See Description of Senior Notes Guarantees and Description of Senior Subordinated Notes Guarantees. The term senior notes indenture refers to the Senior Notes Indenture dated as of August 8, 2012 among Biomet, Inc., the Guarantors listed therein and Wells Fargo Bank, National Association and the First Supplemental Indenture, dated as of October 2, 2012 among Biomet, Inc., the Guarantors listed therein and Wells Fargo Bank, National Association, collectively. The term senior subordinated notes indenture refers to the Senior Subordinated Notes Indenture dated as of October 2, 2012 among Biomet, Inc., the Guarantors listed therein and Wells Fargo Bank, National Association. The term indentures refers to the senior notes indenture and senior subordinated notes indenture, collectively. Table of Contents Summary of the Terms of the Notes The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, you should read the section of the prospectus entitled Description of Senior Notes and Description of Senior Subordinated Notes. For purposes of this summary and the Description of Senior Notes and Description of Senior Subordinated Notes, references to the Company, Biomet, the issuer, we, our and us refer only to Biomet, Inc. and not to its subsidiaries. Issuer Biomet, Inc. Notes Offered Senior Notes $1,825 million in aggregate principal amount of 6.500% Senior Notes due 2020. Senior Subordinated Notes $800 million in aggregate principal amount of 6.500% Senior Subordinated Notes due 2020. Maturity Dates The senior notes will mature on August 1, 2020. The senior subordinated notes will mature on October 1, 2020. Interest Rates Interest on the notes will be payable in cash and will accrue at a rate of 6.500% per annum. Interest Payment Dates Senior Notes August 1 and February 1, commencing February 1, 2013. Senior Subordinated Notes April 1 and October 1, commencing April 1, 2013. Guarantees Each of our existing and future wholly-owned domestic restricted subsidiaries has jointly, severally and unconditionally guaranteed the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee our senior secured credit facilities. Table of Contents EXPLANATORY NOTE This Registration Statement relates to the previously filed Registration Statement on Form S-1 (File No. 333-188262) (the Previous Registration Statement ) of Biomet, Inc. ( Biomet ). Biomet filed the Previous Registration Statement to register the following securities issued by Biomet and guaranteed by the guarantors named in the Registration Statement: $1,825,000,000 6.500% Senior Notes due 2020 (the Senior Notes ) and $800,000,000 6.500% Senior Subordinated Notes due 2020 (the Senior Subordinated Notes ). There were no applicable registration fees required to be paid at the time of the original filing of the Previous Registration Statement. This Registration Statement has two purposes: First, to register subsidiary guarantees of the Senior Notes and the Senior Subordinated Notes by certain additional subsidiaries (the Additional Subsidiary Guarantors ) of Biomet, and to include the Additional Subsidiary Guarantors as registrants; and Second, to update the Previous Registration Statement pursuant to Section 10(a)(3) of the Securities Act to incorporate by reference the consolidated financial statements and the notes thereto included in Biomet Annual Report on Form 10-K for the fiscal year ended May 31, 2013 (as updated in the Current Report on Form 8-K filed on April 11, 2014) and to update certain other information in the Registration Statement. Pursuant to Rule 429 under the Securities Act of 1933, as amended, this Registration Statement, upon effectiveness, will serve as a post-effective amendment to the Previous Registration Statement. Table of Contents Ranking Senior Notes The senior notes are our senior unsecured obligations and rank pari passu in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto; are senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto (including our senior subordinated notes); and are effectively junior to our existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. Similarly, the guarantees of the senior notes are such guarantors senior unsecured obligations and rank pari passu in right of payment with all existing and future indebtedness of each guarantor that is not expressly subordinated thereto; are senior in right of payment to any future indebtedness of each guarantor that is expressly subordinated in right of payment thereto; and are effectively junior to all existing and future secured indebtedness of each guarantor to the extent of the value of the collateral securing such indebtedness. Senior Subordinated Notes The senior subordinated notes are our senior subordinated unsecured obligations and rank junior in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto (including the senior notes); rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and are senior in right of payment to any future subordinated indebtedness and effectively junior to our existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. Similarly, the guarantees of the senior subordinated notes are such guarantors senior subordinated unsecured obligations, and rank junior in right of payment with all existing and future indebtedness of each guarantor that is not expressly subordinated thereto; rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and are senior in right of payment to any future indebtedness of each guarantor that is expressly subordinated in right of payment thereto and effectively junior to all existing and future secured indebtedness of each guarantor to the extent of the value of the collateral securing such indebtedness. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED APRIL 11, 2014 PRELIMINARY PROSPECTUS $1,825,000,000 6.500% Senior Notes due 2020 $800,000,000 6.500% Senior Subordinated Notes due 2020 NOTES OFFERED $1,825.0 million of our 6.500% Senior Notes due 2020, which we refer to as the senior notes. $800.0 million of our 6.500% Senior Subordinated Notes due 2020, which we refer to as the senior subordinated notes. We refer to the senior notes and the senior subordinated notes collectively as the notes. MATURITY The senior notes will mature on August 1, 2020. The senior subordinated notes will mature on October 1, 2020. INTEREST Senior notes: Interest is payable in cash and accrues at the rate of 6.500% per annum. Senior subordinated notes: Interest is payable in cash and accrues at the rate of 6.500% per annum. INTEREST PAYMENT DATES Senior notes: August 1 and February 1, commencing February 1, 2013. Senior subordinated notes: April 1 and October 1, commencing April 1, 2013. REDEMPTION We may redeem some or all of the senior notes on or after August 1, 2015 at redemption prices described in this prospectus. We may redeem some or all of the notes on or after October 1, 2015 at redemption prices described in this prospectus. CHANGE OF CONTROL Upon certain change of control events, each holder of notes may require us to purchase all or a portion of such holder s notes as described in this prospectus. GUARANTEES Each of our existing and future wholly-owned domestic restricted subsidiaries will jointly, severally and unconditionally guarantee the senior notes on a senior unsecured basis and the senior subordinated notes on a senior subordinated unsecured basis, in each case to the extent such subsidiaries guarantee our senior secured credit facilities. RANKING The senior notes and the related guarantees will be our senior unsecured obligations and will rank pari passu in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto; be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto (including our senior subordinated notes); and be effectively junior to our and our guarantors existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. The senior subordinated notes will be our senior subordinated unsecured obligations and will rank junior in right of payment with all of our existing and future indebtedness that is not expressly subordinated in right of payment thereto (including the senior notes); rank pari passu in right of payment to any of our existing and future senior subordinated indebtedness and other obligations; and be senior in right of payment to any future subordinated indebtedness and effectively junior to our and our guarantors existing and future secured indebtedness (including the borrowings under our senior secured credit facilities), to the extent of the value of the collateral securing such indebtedness and to all existing and future liabilities of our non-guarantor subsidiaries. See Risk Factors beginning on page 7 for a discussion of certain risks that you should consider before investing in the notes. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This prospectus has been prepared for and may be used by Goldman, Sachs & Co. and any affiliates of Goldman, Sachs & Co. in connection with offers and sales of the notes related to market-making transactions in the notes effected from time to time. Goldman, Sachs & Co. or its affiliates may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agents for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. We will not receive any proceeds from such sales. The date of this prospectus is , 2014. We are responsible for the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus and we take no responsibility for any other information that others may give you. This prospectus does not offer to sell nor ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally be offered the securities. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of any document incorporated by reference herein. Table of Contents Optional Redemption Senior Notes At any time prior to August 1, 2015, we may redeem up to 35% of the aggregate principal amount of the senior notes with the net proceeds of certain equity offerings at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to August 1, 2015, we may redeem the senior notes, in whole or in part, at our option, at a redemption price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the date of redemption. On and after August 1, 2015, we may redeem some or all of the senior notes at any time at the redemption prices set forth in this prospectus plus accrued and unpaid interest, if any, to the date of redemption. See Description of Senior Notes Optional Redemption. Senior Subordinated Notes At any time prior to October 1, 2015, we may redeem up to 40% of the aggregate principal amount of the senior subordinated notes with the net proceeds of certain equity offerings at the redemption price set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to October 1, 2015, we may redeem the senior subordinated notes, in whole or in part, at our option, at a redemption price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest, if any, to the date of redemption. On and after October 1, 2015, we may redeem some or all of the senior subordinated notes at any time at the redemption prices set forth herein plus accrued and unpaid interest, if any, to the date of redemption. See Description of Senior Subordinated Notes Optional Redemption. Change of Control Upon certain change of control events, each holder of notes may require us to purchase all or a portion of such holder s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date. See Description of Senior Notes Repurchase at the Option of Holders Change of Control and the definition of Change of Control under Description of Senior Notes Certain Definitions, and Description of Senior Subordinated Notes Repurchase at the Option of Holders Change of Control and the definition of Change of Control under Description of Senior Subordinated Notes Certain Definitions. Table of Contents Certain Covenants The indentures governing the notes contain covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: pay dividends on, redeem or repurchase capital stock or make other restricted payments; make investments; incur indebtedness or issue certain equity; create certain liens; incur obligations that restrict the ability of our subsidiaries to make dividend or other payments to us; enter into transactions with our affiliates; create or designate unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of our assets. These covenants are subject to important exceptions and qualifications, which are described under the headings Description of Senior Notes and Description of Senior Subordinated Notes in this prospectus. Certain of these covenants will be suspended if the notes are assigned an investment grade rating by Standard & Poor s Rating Services ( Standard & Poor s ) and Moody s Investors Services, Inc. ( Moody s ) and no default has occurred and is continuing. If either rating on the notes should subsequently decline to below investment grade or a default occurs and is continuing, the suspended covenants will be reinstated. Listing We do not intend to list the notes on any securities exchange. Governing Law The notes are governed by, and construed in accordance with, the laws of the State of New York. Trustee Wells Fargo Bank, National Association

parsed_sections/prospectus_summary/2014/CIK0001463191_pimi-agro_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the "Risk Factors" section, our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in shares of our common stock. Unless the context provides otherwise, all references to "Pimi," "we," "us," "our," or similar terms, refer to Pimi Agro Cleantech, Inc. and its wholly owned subsidiary. In this prospectus all references to "$" or "dollars" mean the U.S. dollar, and unless otherwise indicated all currency amounts in this prospectus are stated in U.S. dollars. All financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are reported in U.S. dollars. The Company Pimi develops environmentally friendly solutions for extending storability and shelf life of fruits and vegetables. The Company, through its Israeli operating subsidiary, Pimi Agro CleanTech, Ltd, ("Pimi Israel"), owns a patented technology for the treatment of pre- and post-harvest fruits and vegetables. Pimi utilizes environmentally friendly products that are based on a unique formulation of environmentally friendly Stabilized Hydrogen Peroxide (STHP). STHP products, which decompose into oxygen and water and leave no residue, provide a cost-effective, safer and healthier solution for consumers who want to reduce the residue of chemicals in fruits and vegetables consumed. Pimi s main product (FreshProtect) has been recently registered and approved for sale and use by the United States Environmental Protection Agency (EPA) and the California Department of Pesticide Regulation (CDPR), and we have already commenced commercial sales of this product in the citrus season which began in October 2013. As of the date of this registration statement, the Company has sold FreshProtect and CitruWash (another of the Company s products, utilized together with FreshProtect for a comprehensive treatment) to Decco Ltd., a leading US post-harvest services company, in the aggregated amount of approximately $100,000. Simultaneously the Company is in negotiations with other post-harvest services companies for conducting efficacy proof tests, successful results of which will lead, as the Company believes, to an increase in sales of FreshProtect and CitruWash. Pimi s environmentally friendly solutions for extending storability and shelf life of fruits and vegetables apply to both the harvest and the distribution of fruits and vegetables. Currently, Pimi is developing cleansers and sanitizers for the treatment of fruits and vegetables on packing line, as well as sprout and disease control products for use when storing fruits and vegetables. Within the fruit and vegetable area, Pimi s current primary focus is on developing products for the treatment of citrus fruits and sweet potatoes. In addition, Pimi is also developing a device for preventing decay during the shipment and transport of fruits and vegetables. Leadership Ami Sivan (Chief Executive Officer) Mr. Ami Sivan, who joined the Company in May 2012, is Pimi s Chief Executive Officer. In 2011, Mr. Sivan founded AMC Israel Farming, a Spanish agriculture and marketing company, which is a member of AMC. Between 1984-2011, Mr. Sivan was employed by Mehadrin Group Israel ("Mehadrin"). Between 2001-2006, he served as the CEO of Mehadrin Tnuport Export (a subsidiary of Mehadrin). During 2000-2001, Mr. Sivan served as the CEO of Pri-or Ltd., an agricultural arm of Mehadrin. Mr. Sivan is a former pilot in the Israeli Air Force and an agronomist Alon Carmel (Chairman of the Board of Directors) Mr. Alon Carmel has been the Chairman of Pimi s Board of Directors since September 2008 In 1998, Mr. Carmel co-founded Spark Networks (AMEX:LOV), which created and runs several successful websites, such as JDate.com, Cupid.co.il and AmericanSingles.com. After leaving Spark Networks in 2005, Mr. Carmel invested in a wide range of early stage internet-related start-ups.. Between 1983-1991, Mr. Carmel enjoyed a successful career in real estate. Mr. Carmel is a member of the Boards of Spateva LTD, InterLogic LTD, Pipl Search LTD, My League LTD, Alefo Interactive LTD., Audiogate Technologies LTD, Clicknlink.com Inc., Jlove LLC and Rodeo Consulting LLC. Mr. Carmel is a graduate of The Technion- Israel Institute of Technology, where he pursed his engineering degree. Avi Lifshitz (Chief Financial Officer) Mr. Avi Lifshitz, a certified public accountant in Israel, is our Chief Financial Officer. Mr. Lifshitz has more than 25 years of experience in accounting, finance and business management. In 1990, Mr. Lifshitz established Meiri-Lifshitz Accounting firm of which he is a partner since. Moreover, for the past 19 years, Mr. Lifshitz has been serving as the CFO of Jordan Valley Semiconductors Ltd - a company that prepares its financial statements in accordance with U.S. GAAP. Mr. Lifshitz is also the Secretary of Jordan Valley Semiconductors UK Ltd, Jordan Valley Semi Conductors Gmbh (Germany) Ltd and Jordan Valley Semiconductors Taiwan Ltd. Furthermore, Mr. Lifshitz is a director in Bede Scientific Inc. (US), Efrat Consultants Ltd (ISR) and Ed-Wise Ltd (ISR). Mr. Lifshitz taught at the Technion - Israel Institute of Technology, where he won an award for excellence in 1998. Mr. Lifshitz holds a B.A. degree in Economics and Accounting from Haifa University Table of Contents CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum aggregate offering price Amount of registration fee Units, each consisting of 1 share(s) of Common Stock, $0.01 and 1 Common Stock Warrant(s) Shares of Common Stock included as part of the units Common Stock Class A Warrants included as part of the units Shares of Common Stock acquirable upon exercise of the Common Stock Warrants Shares of Common Stock acquirable TOTAL $5,000,000 $644.00 Table of Contents Nimrod Ben-Yehuda (Chief Technology Officer and Director) Mr. Nimrod Ben-Yehuda has been Pimi s Chief Technology Officer since 2003. He is also a member of Pimi s Board of directors. He is the Co-Founder of Pimi and the inventor of the Company s products. As a leading entrepreneur in the field of environmentally friendly solutions using STHP, Mr. Ben-Yehuda is responsible for developing the Company s technology. Between 1993-2003, Mr. Ben-Yehuda served as a joint CEO and CTO of Swissteril Water Purifications Ltd, which developed a protocol for purification of water. Between 1989-2003, he served as the CEO of Nir Ecology Ltd, which develops ecological solutions for food industries, hospitals and veterinarians. Between 1986-1989, Mr. Ben-Yehuda served as the Joint CEO of NitroJet Ltd. Doron Shorrer (Director) Mr. Doron Shorrer, a certified public accountant, is a member of Pimi s Board of Directors. Since 1998, Mr. Shorrer has been the Chairman and CEO of Shorrer International Ltd – an investment company providing financial consulting. Additionally, since 2008, Mr. Shorrer has been a member of the Boards of Bank Massad Ltd, Ofek Cooperative for Capital Management Ltd, and Omer Insurance Company. Between 2005-2007, Mr. Shorrer served as a Chairman of Lito Group (industrial). Between 2003-2006, Mr. Shorrer was the Chairman of Pluristem Life System, Inc. (a bio-technology company traded on NASDAQ) of which he is still a member. Between 2004-2005, Mr. Shorrer served as the Deputy Chairman of Milomor (construction), and between 2002-2004 Mr. Shorrer served as the Chairman of the Israeli Phoenix Insurance Company. Mr. Shorrer holds a BA degree in Economics and Accounting and an MA degree in Business Administration from the Hebrew University of Jerusalem. Table of Contents 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, as amended (the "Securities Act"), or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The Offering Units: Units offered Minimum amount 1,600,000 Units, at $[ ] per Unit Maximum Amount 4,000,000 Units, at $[ ] per Unit Each Unit consists of 1 share(s) of common stock, $0.01 par value (a "Share"), and 1 common stock warrant(s) (a "Warrant"). Common Stock: Common stock offered Minimum amount of 1,600,000 Shares Maximum amount of 4,000,000 Shares Common stock outstanding before the offering (1) 9,336,487 Shares Common stock outstanding after the offering (2) Minimum amount of 10,936,487 Shares Maximum amount of 13,336,487 Shares Quoting Our common stock is currently listed on the Over-the-Counter Bulletin Board under the symbol "PIMZ". Class A Warrants: Exercisability Each Warrant is exercisable for 1 share(s) of common stock. Exercise Price $[ ] Exercise Period The Warrants become exercisable [ ] days from the date of this prospectus. The Warrants will expire at [ ] p.m., [ ] time, on [ ]. Use of Proceeds: The net proceeds from the sale of the common stock in this offering are estimated to be approximately $[ ] after deducting Sandlapper Securities, LLC commissions and fees and estimated offering expenses. We intend to use the net proceeds from this offering to fund working capital needs and other general corporate purposes and to retire certain accounts payable, accrued expenses and other short-term liabilities. See "Use of Proceeds" at page 17

parsed_sections/prospectus_summary/2014/CIK0001493753_ariosa_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001496741_hydrophi_prospectus_summary.txt

@@ -0,0 +1 @@
+In the event of stock splits, stock dividends, or similar transactions involving the Registrant s common stock, the number of Shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the Securities Act ). This 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 registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. SUMMARY Prospective investors are urged to read this prospectus in its entirety. As used herein the terms we, us, our, the Registrant, and the Company means, Hydrophi Technologies Group, Inc., a Florida corporation, and its wholly owned subsidiary. We were incorporated in the State of Florida on June 18, 2010 as Big Clix Corp. On September 25, 2013, we consummated an amended Agreement and Plan of Merger (the Merger Agreement ) with Hydro Phi Technologies, Inc., a Delaware corporation ( Hydro Phi ), and HPT Acquisition Corp., a Delaware corporation ( HPT ), which was a wholly-owned subsidiary of the Company and established solely to implement the merger. Pursuant to the Merger Agreement, HPT merged with and into Hydro Phi, with Hydro Phi being the surviving company, in an exchange of all the equity securities of the Hydro Phi for common stock of the Company. After the merger, Hydro Phi continues to operate as before, but as a wholly-owned subsidiary of the Company. On October 2, 2013, we changed our name from Big Clix Corp. to Hydrophi Technologies Group, Inc. Our operating subsidiary, Hydro Phi, was founded in 2008, and operated over the next years to develop new clean energy technologies. Through Hydro Phi, the Company makes and sells a system using water-based clean energy technologies that is engineered and functionally designed to provide fuel savings and reduced greenhouse gas emissions for the internal combustion engine. The primary market for the Hydro Phi products initially will be the transportation industry, with a focus on the trucking/logistics, heavy equipment, marine and agriculture segments, where rising fuel costs and emission regulations are driving the development of new technologies to control operating expenses. We believe that our proprietary HydroPlantTM technology may have additional applications in the future, such as in off-grid power generation, where there is reliance on diesel and similar types of internal combustion engines. Our principal office is located at 3404 Oakcliff Road, Suite C6, Doraville, GA 30340. Our telephone number is (404) 974-9910. Item 16 Exhibits Exhibit Number Description 3.1* Articles of Incorporation (Incorporated by reference to the registration statement on Form S-1 filed on July 29, 2010). 3.2* Certificate of Amendment to Articles of Incorporation (incorporated by reference to the Current Report on Form 8-K filed on October 7, 2013). 3.3* By-Laws Articles of Incorporation (Incorporated by reference to the registration statement on Form S-1 filed on July 29, 2010). 5.1 Legal Opinion of Golenbock Eiseman Assor Bell & Peskoe LLP 10.1* Agreement and Plan of Merger, dated July 15, 2013, among the Registrant, HPT Acquisition Corp., and Hydro Phi Technologies, Inc. (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2013). 10.2* Form of Amendment to the Agreement and Plan of Merger (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2013). 10.3* Form of Management Consulting Agreement between Crescendo Communications, LLC and Hydro Phi Technologies, Inc. (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2013). 10.4* Form of Warrant Agreement, issued by Registrant July 24, 2013, in connection with the Management Consulting Agreement with Crescendo Communications, LLC (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2013). 10.5* Form of Warrant Agreement issued by Hydro Phi and assumed by the Registrant Assumption Agreement (incorporated by reference to the Current Report on Form 8-K filed on September 25, 2013). 10.6* Form of Employment Agreement between Registrant (subsidiary) and Roger Slotkin (incorporated by reference to the Current Report on Form 8-K/A filed on December 17, 2013) 10.7* Form of Distribution Agreement with Energia Vehicular Limpia S.A. de C.V. dated August 22, 2013 (incorporated by reference to the Current Report on Form 8-K/A filed on December 17, 2013). 10.8* Securities Purchase Agreement between the Registrant and 31 Group, LLC, dated April 25, 2014 (incorporated by reference to the Current Report on Form 8-K filed on April 29, 2014). 10.9* Form of Convertible Note issued by the Registrant to 31 Group, LLC (incorporated by reference to the Current Report on Form 8-K filed on April 29, 2014). 10.10* Form of Warrant Agreement issued by Registrant to 31 Group, LLC (incorporated by reference to the Current Report on Form 8-K filed on April 29, 2014). 10.11* Form of Registration Rights Agreement between the Registrant and 31 Group, LLC (incorporated by reference to the Current Report on Form 8-K filed on April 29, 2014). 21.1* Subsidiary of the Registrant (previously filed with this Registration Statement, Amendment No. 1) 23.1 Consent of Independent Auditors re financial statements 23.2 Consent of Golenbock Eiseman Assor Bell & Peskoe LLP, included in Item 5.1. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema 101.CAL XBRL Taxonomy Extension Calculation Linkbase 101.LAB XBRL Taxonomy Extension Label Linkbase 101.PRE XBRL Taxonomy Extension Presentation Linkbase 101.DEF XBRL Taxonomy Extension Definition Linkbase * Previously filed. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated July 22 , 2014 HYDROPHI TECHNOLOGIES GROUP, INC. 32,107,058 This prospectus relates to the resale of up to 32,107,058 Shares of common stock by 31 Group, LLC. The shares of common stock subject to this prospectus include: (i) 13,859,999 shares of common stock issuable upon conversion of the principal amount and interest to be accrued until maturity on the registrant s Convertible Note issued to 31 Group, LLC on April 28, 2014 (the Initial Convertible Note ). Based upon the current market price of the Company s common stock, the amount of the Convertible Note Shares being registered may be in excess of the number of shares into which the Convertible Note may currently be converted, however the parties have agreed upon the aggregate number of shares to be registered to account for market fluctuations. (ii) 15,600,000 shares of common stock issuable upon conversion of the principal amount and the interest to be accrued until maturity of the registrant s additional Convertible Note to be issued to 31 Group, LLC (the Additional Convertible Note ) upon the terms and conditions set forth in the Securities Purchase Agreement, by and between the Company and 31 Group, LLC, dated April 25, 2014 (the Purchase Agreement ). Based upon the current market price of the Company s common stock, the amount of the Convertible Note Shares being registered may be in excess of the number of shares into which the Convertible Note may currently be converted, however the parties have agreed upon the aggregate number of shares to be registered to account for market fluctuations. (iii) 2,647,059 shares of common stock issuable following the exercise of that certain warrant issued on April 28, 2014, in accordance with the Purchase Agreement (the Warrant Shares ). We will not receive any proceeds from the resale of any of the shares offered hereby. We may receive gross proceeds of up to $450,000, if all of the Warrant Shares set forth above are exercised for cash. The proceeds will be used for working capital or general corporate purposes. We will bear all the costs associated with this registration. Our common stock is presently traded on the Pink Sheets under the trading symbol HPTG . THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 6 to 18 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The date of this Prospectus is July ____, 2014.

parsed_sections/prospectus_summary/2014/CIK0001497504_plx_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including

parsed_sections/prospectus_summary/2014/CIK0001509190_aratana_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the section in this prospectus entitled Risk Factors beginning on page 13 and our financial statements and the related notes thereto appearing at the end of this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to we, us, our, our company and Aratana refer to Aratana Therapeutics, Inc. and its subsidiaries. Overview Our Company We are a pet therapeutics company focused on the licensing or acquisition, development and commercialization of innovative biopharmaceutical products for cats, dogs and other companion animals. We operate at the intersection of the more than $50 billion annual U.S. pet market and the more than $20 billion annual worldwide animal health market. Our current product portfolio includes over 15 product candidates consisting of small molecule pharmaceuticals and large molecule biologics that target large opportunities in serious medical conditions in pets. Our most advanced products, AT-004 and AT-005, are monoclonal antibodies for treating lymphoma in dogs. AT-004, which treats B-cell lymphoma, received a conditional license from the U.S. Department of Agriculture, or USDA, and is currently marketed by Novartis Animal Health Inc., or Novartis Animal Health. AT-005, which treats T-cell lymphoma, received a conditional license from the USDA in January 2014 and we expect to commence marketing the product later this year. Our other lead products include small molecules directed at treating osteoarthritis pain and inflammation, loss of appetite and post-operative pain in dogs and cats. Our product candidates are designed to enable veterinarians and pet owners to manage pets medical needs safely and effectively, potentially resulting in longer and improved quality of life for pets. Since our initial public offering in June 2013, we have focused on executing our clinical development plan and continuing to expand our product pipeline and further augment our development capabilities. Recently, we acquired Vet Therapeutics, Inc., which provided us with a proprietary antibody-based biologics platform focused on the treatment of lymphoma, and Okapi Sciences N.V., which provided us with a pipeline of antiviral drugs, including product candidates focused on the treatment of herpes and immunodeficiency in cats. As part of these acquisitions, we also obtained two facilities that we are using to develop additional species-specific monoclonal antibodies, antivirals and other small molecules for use as pet therapeutics. In addition, we now have a commercial product and an additional product candidate that we expect to commercialize in 2014, we have more than doubled the size of our product pipeline since June 2013, and we have significantly increased our technology and development infrastructure. We are focused on advancing our product candidates to regulatory approval and believe that we have significantly accelerated our pathway toward becoming a commercial stage company. We believe that the role of pets in the family has significantly evolved over the last two decades. Many pet owners consider pets important members of their families, and they have been increasingly willing to spend money to maintain the health of their pets. Consequently, pets are living longer and, as they do, are exhibiting many of the same signs and symptoms of disease as humans, such as arthritis, cancer, obesity, diabetes and heart disease. Today veterinarians have comparatively few drugs at their disposal that have been specifically approved for use in pets. As a result, veterinarians often must resort to using products approved for use in humans, but not approved, or even formally studied, in pets, relying on key opinion leaders and literature, rather than regulatory review and approval. We believe that pets deserve therapeutics that have been specifically studied and approved by regulatory authorities for each species, and that veterinarians and pet owners will increasingly demand that therapeutics are demonstrated to be safe and effective in pets before using them. We also believe there is an opportunity to leverage the investment in the human biopharmaceutical industry to bring therapeutics to pets in a capital and Table of Contents The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED JANUARY 28, 2014 PRELIMINARY PROSPECTUS 5,500,000 Shares Common Stock We are offering 4,500,000 shares of our common stock and certain selling stockholders are offering 1,000,000 shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock by any selling stockholders. Our common stock is listed on The NASDAQ Global Market under the symbol PETX. On January 21, 2014, the last reported sale price of our common stock was $18.96 per share. We are an emerging growth company as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves a high degree of risk. See Risk Factors beginning on page 13 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Public Offering Price $ $ Underwriting Discounts and Commissions(1) Proceeds to Aratana Therapeutics, Inc. before expenses Proceeds to selling stockholders (1) We have agreed to reimburse the underwriters for certain expenses. See Underwriting. Delivery of the shares of common stock is expected to be made on or about , 2014. A selling stockholder has granted the underwriters an option for a period of 30 days to purchase an additional 825,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholder if the underwriters exercise this option. Joint Book-Running Managers Jefferies Barclays William Blair Co-Managers JMP Securities Craig-Hallum Capital Group Prospectus dated , 2014. Table of Contents time efficient manner. For example, advances in human medicines have created new therapeutics for managing chronic diseases associated with aging, such as cancer, osteoarthritis, diabetes and cardiovascular diseases. However, these advances have not yet been translated into innovative therapies for pets, notwithstanding the fact that pets are living longer and manifesting many of these same diseases of aging. Moreover, while developing and commercializing therapeutics for humans and pets share a number of characteristics, there are also significant differences that we believe facilitate the development of pet therapeutics and make the market attractive. These differences include the role and economics of veterinary practices and the private pay nature of the veterinary market. Additionally, because the development of pet therapeutics requires fewer clinical studies, involves fewer subjects and trials are conducted directly in the target species, the development of drugs for pets is generally faster, less expensive and more predictable than for human therapeutics. Our Products and Product Candidates We have assembled a portfolio of more than 15 product candidates that are in various stages of development in either cats or dogs, and frequently in both. Our AT-004 monoclonal antibody product for B-cell lymphoma in dogs has received a conditional license from the USDA, the regulatory agency that oversees biologics in animals, and this product is currently being commercialized in the United States and Canada by Novartis Animal Health. Our AT-005 monoclonal antibody product for T-cell lymphoma in dogs has received a conditional license from the USDA and we expect to begin marketing the product later this year. The following table identifies the primary molecules in our current product portfolio: COMPOUND SPECIES INDICATION DEVELOPMENT STATUS EXPECTED NEXT STEP AT-001 Dog Pain and inflammation associated with osteoarthritis Dose selected Initiate pivotal field effectiveness study in first quarter of 2014 Expect U.S. marketing approval in 2016 Cat Pain and inflammation associated with osteoarthritis Pilot studies Dose confirmation study AT-002 Dog Stimulation of appetite Pivotal field effectiveness study Submission for approval Expect U.S. marketing approval in 2016 Cat Stimulation of appetite Pilot studies Dose confirmation study AT-003 Dog Post-operative pain management Proof of concept study Dose confirmation study Initiate pivotal field effectiveness study in second quarter 2014 Expect U.S. marketing approval in 2016 Cat Post-operative pain management Proof of concept study Dose confirmation study AT-004 Dog B-cell lymphoma Submitted pivotal field effectiveness study Currently sold by Novartis Animal Health Full license expected in 2015 AT-005 Dog T-cell lymphoma Completing pivotal field effectiveness study Conditional license received in 2014 Full license expected in 2015 AT-006 Cat Ocular herpes infection Pivotal field study in Europe File for EU review in 2014 Expect U.S. marketing approval in 2017 or 2018 Table of Contents Table of Contents COMPOUND SPECIES INDICATION DEVELOPMENT STATUS EXPECTED NEXT STEP AT-007 Cat Feline immunodeficiency virus infection Pilot study in Europe Initiate field effectiveness study in 2015 Expect U.S. marketing approval in 2017 or 2018 AT-008 Dog Lymphoma Pivotal field effectiveness study Pivotal field effectiveness in the EU in 2014 AT-009 Dog Mast cell tumor Lead selection Pilot studies AT-010 Dog Atopic dermatitis Lead selection Pilot studies AT-011 Dog Parvovirus infections Lead selection Proof of concept study AT-012 Cat Calicivirus infections Lead selection Proof of concept study In addition to the above-listed product candidates, we are evaluating additional molecules for applications in other diseases including lymphoma in cats, seizures in dogs, atopic dermatitis in dogs and other cancers in cats and dogs, and we are researching new product concepts internally with our recently acquired antibody and antiviral research expertise. Furthermore, we have options with two parties for two additional molecules that we are considering licensing for further development. We aim to submit drug applications for U.S. approval for the majority of our existing product candidates and to make similar regulatory filings for European approval. Furthermore, where appropriate, we attempt to develop and submit regulatory filings for therapeutic indications in both cats and dogs, which will be separate products and require separate approval. Our Development Strategy Our strategy is to in-license proprietary compounds from human biopharmaceutical companies and academia or leverage existing insights in human biology applicable in pets and to develop therapeutics specifically for use in pets. We seek to identify human therapeutics that have demonstrated safety and effectiveness in at least two species and are in, or have completed, Phase I or Phase II clinical trials in humans, with well-developed active pharmaceutical ingredient, or API, process chemistry and a well-defined manufacturing process. We also seek to identify products already in development for pets and to license or acquire these products. To date, we have in-licensed and are further developing pharmaceutical compounds from Pacira Pharmaceuticals, Inc., RaQualia Pharma, Inc. and others, and we have acquired Vet Therapeutics and Okapi. In order to successfully execute our plan, we have assembled an experienced management team consisting of veterinarians, physicians, scientists and other professionals that apply the core principles of drug development to the medical needs of pets. The members of our senior management team combined have over 100 years of experience in the animal health and human biopharmaceutical industries, as well as a strong track record of successfully developing and commercializing therapeutics for pets. Our Chief Scientific Officer and our Head of Drug Evaluation and Development have each been actively involved in the development and approval of over 20 animal health products. Our Chief Commercial Officer has been responsible for guiding the launch of 22 animal health products, including three of the most significant brands in companion animal health. We expect to build a commercial organization to market our products in the United States and to leverage distributors in other important geographies. We anticipate building a small sales force targeting pet oncology centers to market AT-005. In addition, we expect to use the time preceding the full commercialization of our product candidates to build veterinarian and pet owner awareness of our company and our products. We believe that our product candidates, if approved, will enable veterinarians to deliver a higher level of medical care to pets while providing an important revenue stream to veterinarians practices. Table of Contents TABLE OF CONTENTS PAGE Prospectus Summary 1

parsed_sections/prospectus_summary/2014/CIK0001552719_embarr_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following summary highlights material information contained in this prospectus. This summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements. You should also review the other available information referred to in the section entitled Where you can find more information in this prospectus and any amendment or supplement hereto. Unless otherwise indicated, the terms the Company, Embarr Downs we, us, and our refer and relate to Embarr Downs, Inc.

parsed_sections/prospectus_summary/2014/CIK0001555527_c-wolters_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY The following prospectus summary should read in conjunction with, the more detailed information and our Financial Statements and Notes thereto appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully. The company is a shell company. Accordingly, the securities sold in this offering can only be resold through registration under the Securities Act of 1933, Section 4(1), if available, for non-affiliates, or by meeting the conditions of Rule 144(i).

parsed_sections/prospectus_summary/2014/CIK0001574815_bmc-stock_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. It does not contain all of the information that may be important to you and your investment decision. You should carefully read the following summary together with the entire prospectus. In this prospectus, unless the context otherwise requires, references to the Company, we, us and our refer to Stock Building Supply Holdings, Inc., together with its consolidated subsidiaries. Overview We are a large, diversified lumber and building materials ( LBM ) distributor and solutions provider that sells to new construction and repair and remodeling contractors. We carry a broad line of products and have operations throughout the United States. Our primary products are lumber & lumber sheet goods, millwork, doors, flooring, windows, structural components such as engineered wood products ( EWP ), trusses and wall panels and other exterior products. Additionally, we provide solution-based services to our customers, including design, product specification and installation management services. We serve a broad customer base, including large-scale production homebuilders, custom homebuilders and repair and remodeling contractors. We offer approximately 39,000 stock keeping units ( SKUs ), as well as a broad range of customized products, all sourced through our strategic network of suppliers, which together with our various solution-based services, represent approximately 50% of the construction cost of a typical new home. By enabling our customers to source a significant portion of their materials and services from one supplier, we have positioned ourselves as the supply partner of choice for many of our customers. We have operations in 14 states that accounted for approximately 56% of 2013 U.S. single-family housing permits according to the U.S. Census Bureau. Our primary operating regions include the South and West regions of the United States (as defined by the U.S. Census Bureau), with a significant portion of our net sales derived from markets within Texas, North Carolina, Utah, California and Georgia. We serve our customers from 69 locations, which include 48 distribution and retail operations, 20 millwork fabrication operations, 14 structural components fabrication operations and 15 flooring operations. Given the local nature of our business, we locate our facilities in close proximity to our key customers and often co-locate multiple operations in one facility to increase customer service and efficiency. The following map shows our current operating footprint. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated March 10, 2014. 6,600,000 Shares Stock Building Supply Holdings, Inc. Common Stock The selling stockholders are offering 6,600,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our shares are listed on The NASDAQ Stock Market under the symbol STCK. On March 7, 2014, the last sale of our common stock as reported on NASDAQ was $20.96 per share. See Risk Factors on page 14 to read about factors you should consider before buying shares of the common stock. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to the selling stockholders $ $ (1) See Underwriting. The selling stockholders identified in this prospectus have granted the underwriters an option to purchase, on the same terms and conditions as set forth above, up to an additional 990,000 shares within 30 days from the date of this prospectus. We will not receive any of the proceeds from the sale of shares by these selling stockholders if the underwriters exercise their option to purchase additional shares. The underwriters expect to deliver the shares against payment in New York, New York on , 2014. Goldman, Sachs & Co. Barclays Citigroup Baird Stephens Inc. Wells Fargo Securities Prospectus dated , 2014. Table of Contents We provide a balanced mix of products and services to U.S. production and custom homebuilders and repair and remodeling, multi-family and commercial contractors. The charts below summarize our 2013 revenues by product category and customer segment. 2013 revenues by product category 2013 revenues by customer segment Table of Contents Table of Contents The following table demonstrates the favorable demographic trends in the metropolitan areas in which we operate and the capabilities of our facilities. Market 2013 single family permits Year over year single family permit change December 2013 unemployment rate 2013 total employment year over year change Distribution & retail operations Millwork fabrication Structural components fabrication Flooring operations Houston, TX 34,509 20.5 % 5.5 % 3.0 % 4 2 2 Atlanta, GA 14,803 61.5 % 6.8 % 2.5 % 3 2 2 Washington, DC 13,277 20.9 % 4.6 % 0.8 % 3 2 4 (7) Raleigh-Durham, NC(1) 10,007 24.8 % 5.1 % 2.4 % 4 1 1 3 (8) Austin, TX 9,240 12.3 % 4.5 % 2.8 % 1 1 1 Charlotte, NC 8,792 31.2 % 6.6 % 2.6 % 1 2 1 Los Angeles, CA 7,477 51.2 % 7.9 % 1.5 % 11 2 1 Eastern PA(2) 6,857 15.1 % 6.3 % 0.5 % 1 1 1 Salt Lake City, UT(3) 5,966 18.1 % 4.3 % 2.1 % 5 3 2 San Antonio, TX 5,841 14.5 % 5.3 % 0.7 % 1 Richmond, VA 3,577 26.0 % 5.2 % 1.5 % 1 1 1 Columbia, SC 3,176 13.8 % 5.5 % 1.7 % 2 1 2 (9) Greenville, SC 2,576 14.7 % 5.0 % 1.5 % 1 1 Fort Myers, FL 2,531 40.1 % 5.8 % 1.9 % 1 Greensboro, NC(4) 2,319 15.1 % 6.6 % 1.3 % 1 1 Northwest AR(5) 2,062 17.0 % 4.9 % 4.1 % 1 1 1 Southern Utah(6) 1,797 36.4 % 4.3 % 3.6 % 1 1 Albuquerque, NM 1,443 14.6 % 6.5 % 0.9 % 1 1 1 Spokane, WA 1,001 3.9 % 7.3 % 1.0 % 2 1 Lubbock, TX 938 24.7 % 4.3 % 2.9 % 2 1 Amarillo, TX 549 (15.9 %) 4.0 % 1.5 % 2 Total for Stock Building Supply markets 138,738 24.8 % 6.2 % 1.7 % 48 20 14 15 U.S. Total 617,501 19.0 % 6.5 % 1.7 % Source: U.S. Census Bureau and Bureau of Labor Statistics (1) Durham-Chapel Hill, NC and Raleigh-Cary, NC metropolitan statistical areas ( MSAs ) (2) Philadelphia-Camden-Wilmington, PA-NJ-DE-MD and Lancaster, PA MSAs (3) Salt Lake City, UT and Provo-Orem, UT MSAs (4) Greensboro-High Point, NC and Winston-Salem, NC MSAs (5) Fayetteville-Springdale-Rogers, AR-MO MSA (6) St. George, UT MSA (7) Includes flooring location in Baltimore, MD (8) Includes flooring location in Fayetteville, NC (9) Includes flooring location in Charleston, SC Since 2010, we have acquired four businesses and, through investments in a proprietary information technology ( IT ) and operational platform, have improved our distribution service capability. We have also integrated each of our local branches with our headquarters in Raleigh, North Carolina. Additionally, we have undertaken efforts to streamline and improve significantly our business processes by adopting a LEAN business philosophy to reduce waste and add value. These initiatives allowed us to minimize the increase in our selling, general and administrative expense, which rose only 3.5% from 2010 to 2013, while net sales increased 59.3% during the same time period. We believe that, as we continue to pursue these initiatives, we will further improve the service and support we provide to our customers, increase the effectiveness of our employees and contractors and improve efficiency across all aspects of our business. Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001577095_clubcorp_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained in greater detail elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes that are incorporated by reference in this prospectus and the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Unless otherwise indicated in this prospectus, "ClubCorp", "our company", "we", "us" and "our" refer to ClubCorp Holdings, Inc. and its subsidiaries. Overview We are a membership-based leisure business and a leading owner-operator of private golf and country clubs, business, sports and alumni clubs in North America. As of March 25, 2014, our portfolio of 157 owned or operated clubs, with over 148,000 memberships, serves over 370,000 individual members. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate for 83 of our 107 golf and country clubs (consisting of over 18 thousand acres of fee simple real estate). We lease, manage or operate through joint ventures the remaining 24 golf and country clubs. We own, lease, manage or operate through a joint venture 50 business, sports and alumni clubs. Our golf and country clubs are designed to appeal to the entire family, fostering member loyalty which we believe allows us to capture a greater share of our member households' discretionary leisure spending. Our business, sports and alumni clubs are designed to provide our members with private upscale locations where they can work, network and socialize. We offer our members privileges throughout our collection of clubs, and we believe that our diverse facilities, recreational offerings and social programming enhance our ability to attract and retain members across a number of demographic groups. We also have alliances with other clubs, resorts and facilities located worldwide through which our members can enjoy additional access, discounts, special offerings and privileges outside of our owned and operated clubs. Given the breadth of our products, services and amenities, we believe that we offer a compelling value proposition to our members. ClubCorp was founded in 1957 with one country club in Dallas, Texas with the basic premise of providing a first-class club membership experience. We later expanded to encompass multiple locations, making us one of the first companies to enter into the business of professional ownership and operation of private golf and country clubs. In 1966, we established our first business club with the belief that we could profitably apply our principle of delivering quality service and member satisfaction in a related line of business. In 1999, we began leveraging the breadth and geographic diversity of our clubs by offering our members various upgrade programs to take advantage of our portfolio of clubs and variety of amenities. Through a combination of consumer research and experimentation, capital investment and relevant programming, we have sought to "reinvent" the modern club experience to promote greater usage of our facilities. We believe that higher usage results in additional ancillary spend and improved member retention. From 2007 through 2013, we retained an average annualized membership base of 83.7% in golf and country clubs and 75.6% in business, sports and alumni clubs, for a blended retention rate of 79.9%, for such period. From 2007 through 2013, we "reinvented" 19 golf and country clubs and 16 business, sports and alumni clubs through capital investment. In 2014, we plan to invest approximately $20 million of reinvention capital across 11 clubs and will continue to evaluate opportunities to apply our reinvention strategy in the future. We have created new membership programming, such as our Optimal Network Experience ("O.N.E.") offering that provides members access to benefits and special offerings in their local community, network-wide and beyond, in addition to benefits at their home club. In addition, from Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Table of Contents fiscal year 2007 through 2013, we have spent over $55 million to acquire 10 golf and country clubs and to develop a new alumni club, further expanding our portfolio of clubs and broadening the reach of our network. Our operations are organized into two principal business segments: (1) golf and country clubs and (2) business, sports and alumni clubs. Our golf and country club segment includes a broad variety of clubs designed to appeal to a diverse group of families and individuals who lead an active lifestyle and seek a nearby outlet for golf, tennis, swimming and other outdoor activities. Our business clubs are generally located in office towers or business complexes and cater to business executives, professionals and entrepreneurs with a desire to entertain clients, expand their business networks, work and socialize in a private, upscale location. Our sports clubs include a variety of fitness and racquet facilities. Our alumni clubs are associated with universities with large alumni networks, and are designed to provide a connection between the university and its alumni and faculty. For fiscal years 2007 through 2013, we have invested approximately $410 million of capital to better position and maintain our clubs in their respective markets. This represents an investment of 7.9% of our total revenues, for such period, in our clubs to reinvent, upgrade, maintain, replace and build new and existing facilities and amenities focused on enhancing our members' experience. For the fiscal year ended December 31, 2013, golf and country clubs accounted for 78% of our total club revenue and business, sports and alumni clubs accounted for 22% of our total club revenue. Our Competitive Strengths Membership-Based Leisure Business with Significant Recurring Revenue. We operate with the central purpose of building relationships and enriching the lives of our members. We focus on creating a dynamic and exciting setting for our members by providing them with an environment in which to engage in a variety of leisure, recreational and networking activities. We believe our clubs have become an integral part of many of our members' lives and, as a result, the vast majority of our members retain their memberships each year, even during the recession that primarily impacted us during 2008-2010 (the "recession"). Our large base of memberships creates a stable recurring revenue stream. As of March 25, 2014, our owned and operated clubs had over 148,000 memberships, including over 370,000 individual members. For the fiscal year ended December 31, 2013, membership dues totaled $373.4 million, representing 46.0% of our total revenues and our membership retention was 83.7% in golf and country clubs and 77.2% in business, sports and alumni clubs for a blended retention rate of 80.8%. ClubCorp Holdings, Inc. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7997 (Primary Standard Industrial Classification Code Number) 20-5818205 (I.R.S. Employer Identification Number) 3030 LBJ Freeway, Suite 600 Dallas, Texas 75234 (972) 243-6191 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents The following charts present our membership counts and annualized retention rates for our two business segments for the past 10 years: The proven strength and resiliency of our membership base from peak to trough is an attractive attribute of our business. We believe that if our members remain satisfied with their club experience, they will remain loyal and frequent users of our clubs, reducing our sensitivity to adverse economic conditions and providing us with operating leverage in favorable economic conditions and a recovering real estate market. Although we experienced a decline of 0.7% in average memberships on a compound basis from 2009 to 2013, total revenue per average membership increased in each of those years. Revenue per average membership has steadily increased over the past four years growing 5.7% on a compounded basis and totaling $4,732, $5,014, $5,237 and $5,591 for fiscal years ended 2010, 2011, 2012, and 2013, respectively. For all years presented, we calculate average membership using the membership count at the beginning and end of the relevant year. Further, according to our fiscal year 2013 data, the average number of visits per membership at one of our clubs is 31 times per year with an average spend of $4,100 per year, including dues. The average number of visits per golf membership at one of our clubs is 55 times per year with an average spend of $7,300 per year, including dues. We believe that the demographics of our member base are also an important attribute of our business. According to data provided by Buxton, a database and mapping service, based on the addresses of our members, an analysis for our golf and country club members indicates that they have on average an annual household income of $180,000 to $200,000 and a primary home value of $500,000 to $600,000. An analysis from the same database for our business, sports and alumni club members indicates that they have on average an annual household income of $150,000 to $180,000 and a primary home value of $435,000 to $545,000. We believe that these demographic profiles were more resilient during the recession, and we believe they will spend more in an improving economy and recovering real estate market than the general population, although there is no guarantee they will do so. Eric L. Affeldt President and Chief Executive Officer ClubCorp Holdings, Inc. 3030 LBJ Freeway, Suite 600 Dallas, Texas 75234 (972) 243-6191 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Nationally-Recognized and Award-Winning Clubs. Our golf and country clubs, with approximately 138 18-hole course equivalents as of March 25, 2014, represent the core assets of our company and are strategically concentrated in sunbelt markets and other major metropolitan areas. We believe that our clubs are among the top private golf clubs within their respective markets based on the quality of our facilities, breadth of amenities and number of relevant programs and events. These clubs are anchored by our golf courses, of which approximately one third are designed by some of the world's best-known golf course architects, including Jack Nicklaus, Tom Fazio, Pete Dye, Arthur Hills and Robert Trent Jones. The operations and maintenance of our golf courses and facilities have led to our selection as host of several high-profile events, leading to local and national media recognition as well as event revenue, club utilization and membership sales. Outside of our golf offering, our clubs provide a variety of additional amenities and services that we believe appeal to the whole family, such as well-appointed clubhouses, a variety of dining venues, event and meeting spaces, tennis facilities, exercise studios, personal training, spa services, resort-style pools and water features and outdoor gathering spaces. We offer over 650 tennis courts across more than 65 clubs, and our Brookhaven Country Club features a nationally-recognized private tennis facility. Many of our 50 business, sports and alumni clubs are located in the heart of the nation's influential business districts, with locations in 17 of the top 25 metropolitan statistical areas, and offer an urban location for professionals to network with colleagues, conduct business and socialize with friends. We believe our business clubs are choice locations for regional and local business and civic receptions with business amenities to support these events. These clubs also host numerous upscale private events, such as weddings, bar and bat mitzvahs and holiday parties. These events generate traffic flow through our clubs, helping to drive membership sales and club utilization. In addition, the six alumni clubs we operate offer a unique setting for alumni and faculty to share common heritage and experiences. Expansive Portfolio of Clubs and Alliances Providing Scale. As the largest owner-operator of private golf and country clubs in the United States, we believe that our expansive portfolio of clubs allows us to drive membership growth by providing a compelling value proposition through product variety. By clustering our clubs, many of our members have local access to both urban business-focused clubs as well as suburban family-oriented clubs. For an incremental monthly charge, our reciprocal access program gives our members access to our owned and operated clubs, as well as the facilities of others with which we have an alliance relationship, both domestically and internationally. As of March 25, 2014, approximately 44% of our memberships were enrolled in one or more of our upgrade programs, as compared to approximately 43% and 40% of memberships as of December 31, 2013 and December 25, 2012, respectively. Incremental dues relating to our upgrade programs accounted for approximately $32.0 million of our annual dues for the fiscal year ended December 31, 2013. By providing members with numerous services and amenities that extend beyond their home clubs to all of the clubs we own and operate and the clubs with which we have alliances, we believe we can drive membership growth and create a key market differentiator which would be difficult for our competitors to replicate. We believe the size of our portfolio of clubs provides us with significant economies of scale, creating operational synergies across our clubs and enabling us to consolidate our human resources, sales and marketing, accounting and technology departments. We also benefit from centralized purchasing to receive preferred pricing on supplies, equipment and insurance. Diversification. As a result of our size and geographic diversity, our operating revenues and cash flows are not reliant on any one club or geographic region. Our 10 largest clubs by revenue Copies to: William B. Brentani Simpson Thacher & Bartlett LLP 2475 Hanover Street Palo Alto, California 94304 Tel: (650) 251-5000 Fax: (650) 251-5002 Patrick S. Brown Sullivan & Cromwell LLP 1888 Century Park East, 21st Floor Los Angeles, California 90067 Tel: (310) 712-6600 Fax: (310) 712-8800 Table of Contents accounted for approximately 23% of our club revenues for the fiscal year ended December 31, 2013, and no one of these clubs accounted for greater than 3.2% of club revenue for such period. We have strategic concentrations of golf and country clubs in Texas, California and Florida, representing 31%, 20% and 6%, respectively, of total club revenue for the fiscal year ended December 31, 2013. While we have greater presence in these states where climates are typically conducive to year-round play, we believe that the broad geographic distribution of our portfolio of clubs helps mitigate the impact of adverse regional weather patterns and fluctuations in regional economic conditions. To allow for maximization of golf rounds, we employ a corporate director of agronomy and regional golf superintendents who oversee our strong agronomic practices, helping to extend golf play throughout the climate zones in which we operate. Ownership and Control of Golf and Country Clubs. As the fee simple real estate owner for 83 of our 107 golf and country clubs, we believe that we have an advantage over other clubs as we have the ability to maximize the value of our clubs and business. By owning the real estate underlying our clubs, we have been able to implement capital plans that inure to our benefit and generate positive returns on our investments. Owning many of our assets also gives us the flexibility to recycle our capital by selling underperforming clubs or non-essential tracts of land. Seasoned Management Team. We have a highly experienced professional management team. Our six current executive officers had a combined 155 years of related career experience, including on average 20 years of hospitality and club-specific experience through the end of fiscal year 2013. Eric Affeldt has acted as President and Chief Executive Officer for ClubCorp since December 2006 and has over 23 years of experience leading golf and resort companies, including as president and chief executive officer of KSL Fairways Golf Corporation, as well as general manager for Doral Golf Resort & Spa in Miami and PGA West and La Quinta Resort & Club in California. Curt McClellan, our Chief Financial Officer and Treasurer, has been with our company since November 2008 and is responsible for leading the corporate finance and accounting teams. Our Chief Operating Officer, Mark Burnett has over 25 years of experience managing golf and country clubs and leading golf and resort companies, including serving as chief operating officer for American Golf Corporation and president and chief executive officer and chief operating officer of KSL Fairways Golf Corporation. We have also attracted and retained qualified general managers for our clubs. Our club general managers average over 10 years of service with us. These managers are tasked with the day-to-day responsibility of running the clubs and executing the strategic direction of senior management. Our Business Strategy Attracting and retaining members while increasing member usage by providing the highest quality club experience are the biggest drivers of our revenue growth. In order to drive revenue growth, we use the following strategies: Employ Experienced Membership Sales Force. We employ club-based, professional sales personnel who are further supported by an array of regional and corporate sales and marketing teams. Our sales team receives comprehensive sales training through our internally developed "Bell Notes" training program that we believe addresses all elements of the sales process from prospecting to welcoming a new member to their club. Our sales efforts are supported by regional and national programs and upgrade offerings that typically are not found at private clubs, such as the access to our extensive portfolio of clubs and benefits. As a result, our sales team members are able to readily differentiate our clubs from competitive facilities. 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 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. 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 definition 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 (Do not check if a smaller reporting company) Smaller reporting company Table of Contents We periodically obtain feedback from our membership base to effectively understand current membership demographics and preferences to better target member prospects. We believe our well-trained and incentivized sales team will continue to drive membership growth, and we believe we are well-positioned to capitalize on improving economic conditions. Leverage Our Portfolio and Alliance Offerings. We offer a variety of products, services and amenities through upgrade offerings that provide members access to our portfolio of clubs and leverage our alliances with other clubs, resorts and facilities both domestically and internationally. In 2010, we strategically introduced our O.N.E. program and have continued to market it aggressively across most of our golf and country clubs. O.N.E. is an offering that combines what we refer to as "comprehensive club, community and world benefits". With this offering, members receive 50% off a la carte dining at their home club; preferential offerings to clubs in their community (including those owned by us), as well as at local spas, restaurants and other venues; and complimentary privileges to more than 200 golf and country, business, sporting and athletic clubs when traveling outside of their community with additional offerings and discounts to more than 700 renowned hotels, resorts, restaurants and entertainment venues. These programs are designed to increase our recurring monthly revenues while providing a value proposition to our members that helps drive increased usage of our facilities. As of December 31, 2013, almost 80 of our clubs offer the O.N.E. program to their members. During 2013, over 50% of our new members joined our upgrade programs at clubs where they are offered as compared to 35% of new members who purchased upgraded product offerings prior to the introduction of the O.N.E. program. In 2013, use of our facilities by members outside of their home club increased by 34% as a result of the utilization of the O.N.E. program benefits. Food and beverage revenues increased 22% from 2010 to 2013, which we largely attribute to our enhanced dining venues and offerings, including O.N.E., the recovering economy and greater consumer spend. We continue to evaluate opportunities for further expansion of the O.N.E. offering into additional geographic areas. We have established alliances with other leisure-oriented businesses, whereby members of our clubs have usage privileges or receive special pricing at such businesses. We target alliances with recognized brands that appeal to our members. We market and promote our member benefits through our in-house marketing tools, including member e-newsletters and e-communications, our internally developed online Benefits Finder, other social media applications and our quarterly-distributed proprietary Private Clubs magazine. We make reservations convenient for members by providing an in-house concierge (ClubLine), and by offering access to an inventory of VIP tickets through our own web portal (TicketLine). We continually seek additional reciprocal arrangements and alliances with other hospitality-oriented businesses that can further enhance our members' variety of choices extending beyond their home club. Develop New and Relevant Programming. Members who frequently utilize our facilities typically tend to spend more at our clubs and remain members longer. As a result, we believe that there are significant opportunities to increase operating revenues by making our clubs more relevant to our members. Our goal is to provide numerous opportunities for all members and their families to utilize our facilities. Members also participate in clubs within their club, whereby members with similar interests come together for recreational, educational, charitable, social and business-oriented purposes. We believe this reinforces the club becoming integral to the lives of our members. Our individual clubs also benefit from member participation on their board of governors and numerous committees providing us valuable feedback and recommendations for further improvements to our program offerings. We will continue to promote activities and events occurring at members' home clubs, and believe we can further tailor our programming to address members' particular preferences and interests. 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, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents Take Advantage of Improving Economic Conditions. We believe improving economic conditions and improvements in local housing markets reinforce the foundation for membership growth. Although some of the metropolitan areas where we operate clubs were disproportionately affected by the recession, related to the decline in home prices and increase in foreclosure rates, our membership base remained resilient, which we believe can be attributed to our favorable membership demographics. Economic indicators, such as increased consumer confidence, discretionary spending and home sales and construction, support an environment where we believe prospective members will choose to join our clubs. Reinvent Through Strategic Capital Investment. We believe our ability to conceptualize, fund and execute club reinventions gives us a significant competitive advantage over member-owned and individual privately-owned clubs, which may have difficulty gaining member consensus and financial backing to execute such improvements. In 2007, we embarked on the "reinvention" of our clubs through strategic capital investment projects designed to drive membership sales, facility usage and member retention. We believe this strategy results in increased member visits during various parts of the day for both business and pleasure, allowing our clubs to serve multiple purposes depending on the individual needs of our members. Elements of reinvention capital expenditures include "Touchdown Rooms", which are small private meeting rooms allowing members to hold impromptu private meetings while leveraging the other services of their club. "Anytime Lounges" provide a contemporary and casual atmosphere to work and network, while "Media Rooms" provide state of the art facilities to enjoy various forms of entertainment. Additional reinvention elements include refitted fitness centers, enhanced pool area amenities such as shade cabanas, pool slides and splash pads, redesigned golf practice areas for use by beginners to avid golfers, and newly created or updated indoor and outdoor dining and social gathering areas designed to take advantage of the expansive views and natural beauty of our clubs. As of March 25, 2014, 35 of our clubs were considered "major reinvention" clubs and received significant reinvention capital. We define "major reinvention" clubs as those clubs receiving $750,000 or more gross capital spend on a project basis, excluding initial one-time capital investments at newly acquired clubs. During fiscal 2012 and 2013, we spent $17.6 million and $26.0 million, respectively, on reinvention capital and plan to invest approximately $20 million in 2014 at seven golf and country clubs and four business, sport and alumni clubs. We believe these additional major reinvention projects represent opportunities to increase revenues and generate a positive return on our investment, although we cannot guarantee such returns. We will continue to identify and prioritize capital projects for fiscal years 2015 and beyond to add reinvention elements. Pursuing Selected Acquisitions. Acquisitions allow us to expand our portfolio and network offerings. We believe the ability to offer access to our collection of clubs provides us a significant competitive advantage in pursuing acquisitions. Newly acquired clubs may generally benefit from additional capital and implementation of our reinvention strategy. We believe that the unique benefits we have to offer, such as a policy which does not assess members for capital improvements as well as our ability to consummate acquisitions and improve operations, provide us a unique competitive advantage in pursuing potential transactions. We believe there are many attractive acquisition opportunities available and we continually evaluate and selectively pursue these opportunities to expand our business. We actively communicate with other club operators, their lenders and boards of directors who may seek to dispose of their club properties or combine membership rosters at a single club location. We also evaluate joint ventures and management opportunities that allow us to expand our operations and increase our recurring revenue base without substantial capital outlay. When we do make strategic acquisitions, we do so only after an evaluation to satisfy ourselves that we can add value given our external growth experience, facility assessment capabilities, operational expertise and economies of scale. Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated June 9, 2014. 7,000,000 Shares ClubCorp Holdings, Inc. Common Stock Table of Contents From 2011 through March 25, 2014, we have continued to take advantage of market conditions to expand our portfolio through the acquisition of ten golf and country clubs and the entry into new agreements to manage and operate two additional golf and country clubs. In addition to our domestic initiatives, we believe there is an attractive market to extend our private club expertise through international management arrangements. As of March 25, 2014, we manage one business club in Beijing, China and one business club in Hefei, China and have an agreement to manage one business club currently under development elsewhere in China. Industry Overview Our company is a membership-based leisure business closely tied to consumer discretionary spending. We believe that we compete for these discretionary consumer dollars against such businesses as amusement parks, spectator sports, ski and mountain resorts, fitness and recreational sports centers, gaming and casinos, hotels and restaurants. We believe that we will benefit from the recovery taking place in the leisure industry as evidenced by recent trends in GDP growth within our industry. According to the Bureau of Economic Analysis ("BEA"), from 2012 to 2013, leisure and hospitality industry's GDP growth increased by 2.0%, outperforming overall U.S. GDP growth of 1.9% during the same period. Summary of Risk Factors Our business is subject to numerous risks, which are described in the section entitled "Risk Factors". You should carefully consider these risks before making an investment. In particular, the following considerations, among others, may offset our competitive strengths or have a negative effect on our business strategy, which could cause a decline in the price of our common stock and result in a loss of all or a portion of your investment: adverse conditions affecting the United States economy; our ability to attract and retain club members; changes in consumer spending patterns, particularly with respect to demand for products and services; unusual weather patterns, extreme weather events and periodic and quasi-periodic weather patterns, such as the El Ni o/La Ni a-Southern Oscillation; material cash outlays required in connection with refunds or escheatment of membership initiation deposits; impairments to the suitability of our club locations; and the other factors set forth in the section entitled "Risk Factors". Corporate Information ClubCorp Holdings, Inc. was incorporated in the State of Nevada on November 10, 2010. Our principal executive offices are located at 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234. Our telephone number is (972) 243-6191. Our website address is www.clubcorp.com. In addition, we maintain a Facebook page at www.facebook.com/clubcorp and a Twitter feed at www.twitter.com/clubcorp. Information contained on, or that can be accessed through, our website, Facebook page or Twitter feed does not constitute part of this prospectus and inclusions of our website address, Facebook page address and Twitter feed address in this prospectus are inactive textual references only. The information that can be accessed through our website is not part of this prospectus, and investors should not rely on any such information in deciding whether to purchase our common stock. The selling stockholder identified in this prospectus is an affiliate of KSL Capital Partners, LLC ("KSL") and is offering 7,000,000 shares of common stock of ClubCorp Holdings, Inc. The selling stockholder will receive all of the net proceeds from this offering and we will not receive any of the proceeds from the sale of the shares of common stock being sold by the selling stockholder. Our common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "MYCC". The last reported sales price of our common stock on June 6, 2014 was $18.35 per share. See "Risk Factors" beginning on page 16 to read about factors you should consider before buying shares of our common stock. Table of Contents Our Sponsor After completion of this offering, affiliates of KSL Capital Partners, LLC ("KSL") will continue to control a majority of the voting power of our outstanding capital stock. KSL is a leading U.S. private equity firm dedicated to investing in travel and leisure businesses with offices in Denver, New York and London. Since its founding in 2005, KSL has raised over $3.4 billion of committed capital. For a discussion of certain risks, potential conflicts and other matters associated with KSL's affiliates' control, see "Risk Factors Risks Relating to this Offering and Ownership of Our Common Stock Affiliates of KSL will continue to be able to significantly influence our decisions after the completion of this offering and their interests may conflict with ours or yours in the future" and "Description of Capital Stock". Emerging Growth Company Status We are an "emerging growth company", as defined in the Jumpstart Our Business Startups Act enacted on April 5, 2012, which we refer to as the JOBS Act. For as long as we are an "emerging growth company", we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies", including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding advisory "say-on-pay" and "say-when-on-pay" votes on executive compensation and shareholder advisory votes on golden parachute compensation. Under the JOBS Act, we will remain an "emerging growth company" until December 25, 2018 or the earliest of: the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, or the Exchange Act (we will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months; the value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter). The JOBS Act also provides that an "emerging growth company" can utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, or the Securities Act, for complying with new or revised accounting standards. However, we have elected to "opt out" of such extended transition period, and, as a result, we comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not "emerging growth companies". Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Trade Names Our logos, "Associate Club"; "Associate Clubs"; "Building Relationships and Enriching Lives"; "ClubCater"; "ClubCorp"; "ClubCorp Charity Classic"; "ClubCorp Resorts"; "Club Corporation of America"; "ClubLine"; "Club Resorts"; "Club Without Walls"; "Fastee Course"; "Membercard"; "My Club. My Community. My World."; "Private Clubs"; "The Society"; "The World Leader in Private Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Table of Contents Clubs"; and "Warm Welcomes, Magic Moments and Fond Farewells" and other trade names, trademarks or service marks of our company appearing in this prospectus are the property of our company. This prospectus contains additional trade names, trademarks and service marks of other companies. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply relationships with, or endorsement or sponsorship of us by, these other companies. Per Share Total Initial price to public $ $ Underwriting discount and commissions(1) $ $ Proceeds, before expenses, to the selling stockholder $ $ Table of Contents

parsed_sections/prospectus_summary/2014/CIK0001578318_envision_prospectus_summary.txt

@@ -0,0 +1 @@
+S-1/A 1 a2220686zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on July 8, 2014 Registration No. 333-197027 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Neither we nor the selling stockholders have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference into this prospectus or in any free writing prospectuses we have prepared. We and the selling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus is accurate only as of the date such information is presented. AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This prospectus and the information incorporated by reference into this prospectus contain statements about future events and expectations that constitute forward-looking statements. Forward-looking statements may include, but are not limited to, statements relating to our projected second quarter 2014 Adjusted EBITDA and net income ranges described under "Prospectus Summary Recent Developments" elsewhere in this prospectus. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements and you should not place undue reliance on such statements. Factors that could contribute to these differences include, but are not limited to, the following: Decreases in our revenue and profit margin under our fee-for-service contracts due to changes in volume, payor mix and third party reimbursement rates, including from political discord in the federal budgeting process; The loss of existing contracts; Failure to accurately assess costs under new contracts; Difficulties in our ability to recruit and retain qualified physicians and other healthcare professionals, and enforce our non-compete agreements with our physicians; Failure to implement some or all of our business strategies, including our efforts to grow our Evolution Health, LLC ("Evolution Health") business and cross-sell our services; Lawsuits for which we are not fully reserved; The adequacy of our insurance coverage and insurance reserves; Our ability to successfully integrate strategic acquisitions; The high level of competition in the markets we serve; The cost of capital expenditures to maintain and upgrade our vehicle fleet and medical equipment; The loss of one or more members of our senior management team; Our ability to maintain or implement complex information systems; Disruptions in disaster recovery systems or management continuity planning; Our ability to adequately protect our intellectual property and other proprietary rights or to defend against intellectual property infringement claims; Challenges by tax authorities on our treatment of certain physicians as independent contractors; The impact of labor union representation; The impact of fluctuations in results due to our national contract with the Federal Emergency Management Agency ("FEMA"); Potential penalties or changes to our operations, including our ability to collect accounts receivable, if we fail to comply with extensive and complex government regulation of our industry; Table of Contents management, patient flow coordination, evidence-based clinical protocols, community-based clinical and medical transportation services, patient monitoring and clinician recruitment. For the year ended December 31, 2013, we generated net revenue of $3.7 billion, of which EmCare represented 63% and AMR represented 37%, and Adjusted EBITDA of $445.7 million, of which EmCare represented 66% and AMR represented 34%. Approximately 89% of our net revenue for the year ended December 31, 2013 was generated under exclusive contracts. As of December 31, 2013, EmCare had contracts covering 706 clinical departments, and AMR had 169 "911" contracts and 3,677 non-emergency transport arrangements. During 2013, we had a total of 14.9 million weighted patient encounters and weighted transports across approximately 2,100 communities nationwide. In calculating weighted patient encounters at EmCare across our four main categories of patient encounters emergency department ("ED") visits, hospitalist encounters, radiology reads and anesthesiology cases each radiology read and anesthesiology case is not counted as a full patient encounter as we apply a discount factor to reflect differences in reimbursement rates for and associated costs of providing such services. In calculating "weighted transports" at AMR for our two main transport categories ambulance transports and wheelchair transports we likewise apply a discount factor to wheelchair transports. See " Summary Consolidated Financial Data" for a discussion of Adjusted EBITDA and a reconciliation to net income. Industry Trends We believe that we are well-positioned to benefit from trends currently affecting the healthcare services markets in which we compete, including: Continued Healthcare Services Outsourcing. Due to the growing complexity of the healthcare delivery system, healthcare facilities and communities are increasingly turning to leading outsourced medical services providers that offer comprehensive solutions. Healthcare facilities continue to outsource as a result of increasing cost pressures, difficulty in recruiting physicians and the need to improve operational efficiency. Communities increasingly outsource medical transportation services due to cost pressures, service issues and the challenge of meeting peak emergency demands in a cost-effective manner while delivering optimal clinical outcomes. We believe that large, national providers of outsourced medical services will continue to benefit from these outsourcing trends and gain market share by demonstrating the ability to improve productivity, lower costs and enhance quality of care. Focus on Cost Containment. As rising healthcare costs have further strained federal, state and local budgets, healthcare facilities, communities and payors have come under significant pressure to reduce costs and improve the quality of care. Opportunities to reduce healthcare costs include improving patient flow coordination, decreasing the length of hospital stays, reducing readmission rates, identifying more cost-efficient clinical settings and providing more efficient community-based and facility-based medical transportation services. In addition, there is increasing focus on the subset of patients that account for a disproportionate share of national healthcare costs. We believe that efficient management of care across the patient continuum, particularly for patients with complex and chronic conditions, represents a significant opportunity to reduce overall healthcare costs and improve quality and outcomes. Shift Towards Coordinated Care and Measured Clinical Outcomes. In the current healthcare environment, we believe the hospital-centric delivery system requires improved care coordination and communication among healthcare providers. We believe that improved collaboration and access to information across the patient continuum will facilitate the ability of healthcare providers to analyze patient data and identify more effective treatment protocols that ultimately improve outcomes and reduce costs. As the number of patients with complex and chronic conditions Table of Contents The impact of changes in the healthcare industry, including changes due to healthcare reform; Our ability to timely enroll our providers in the Medicare program; Our ability to restructure our operations to comply with future changes in government regulation; The outcome of government investigations of certain of our business practices; Our ability to comply with the terms of our settlement agreements with the government; Our ability to generate cash flow to service our substantial debt obligations; The significant influence of investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC (the "CD&R Affiliates") over us; and

parsed_sections/prospectus_summary/2014/CIK0001582854_transport_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights significant aspects of our business and this offering. You should carefully read this entire prospectus, including the information presented under the section entitled "Risk Factors" and the historical financial data and related notes, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." Unless we state otherwise or the context otherwise requires, references in this prospectus to "Transport America," "we," "our," and "us" refer to Transport America, Inc., a Minnesota corporation, and its consolidated subsidiaries, including Transport Corporation of America, Inc. a Minnesota corporation, which we refer to in this prospectus as our operating company. We are the sole shareholder of the operating company. Unless we state otherwise or the context otherwise requires, references in this prospectus to "drivers" refer collectively to our employee drivers and our independent contractor drivers. Summary Our Business We are a leading provider of truckload transportation and logistics services to shippers located in the United States and Mexico. We offer a broad, integrated suite of truckload transportation services to a diverse and sophisticated group of customers who value our high-quality services for their multiple shipping needs. We primarily provide for-hire, dry-van truckload transportation, delivered by solo or team drivers, combined with regional, dedicated, intermodal and brokerage services. We operate a modern technology-enabled fleet of approximately 1,470 tractors (comprising approximately 1,330 company tractors and approximately 140 tractors provided by independent contractors) and 4,450 trailers and an efficient network of 12 terminals. Our management team has demonstrated the ability to increase operating income, improve margins and integrate large acquisitions, while maintaining a reputation for service, safety and reliability. While we believe we will be able to leverage these capabilities in the future, it is not guaranteed. We have created standardized processes and a scalable infrastructure, which we believe can support significantly larger operations and additional acquisitions with minimal incremental investment. We believe the benefits of access to capital provided by this offering position us to accelerate our growth through a combination of internal expansion and strategic acquisitions, although it is not guaranteed. Our current business has been created by three transformative events. In early 2006, we were acquired by GHJ&M, the private investment firm that controls our largest shareholder. GHJ&M's objective was to profitably grow the business by installing an experienced and professional management team to improve operations and continue to provide excellent service. Beginning in 2006, we rebuilt our senior management team with seasoned professionals, promoting Keith Klein to COO in early 2006 and hiring Scott Arves as CEO later that year. In January 2011, we acquired Southern Cal in one of the largest asset-based truckload acquisitions made in our industry based on announced acquisition price during the last six years, increasing our geographic reach and expanding our service offerings. As illustrated below, since 2006, we have focused on profitable growth, cost discipline and capital preservation, improving our annual operating ratio from 98.4% in 2005 to 93.5% in 2013 as well as improving our annual adjusted operating ratio from 97.6% in 2005 to 91.3% in 2013 and increasing our annual operating income from $19.2 million in 2012 to $22.7 million in 2013 and our adjusted annual operating income from $19.2 million in 2012 to $23.4 million in 2013. For the year ended December 31, 2013, our net income was $7.0 million on revenues of $347.5 million compared to a net income of $3.9 million on revenues of $363.5 million for the year ended December 31, 2012 and a net loss of $11.6 million on revenues of $388.1 million for the year ended 2011. AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Table of Contents "Dedicated" means those contracts in which we have agreed to dedicate certain tractor and trailer capacity for use by a specific customer. Dedicated contracts often have predictable routes and revenues and frequently replace all or part of a shipper's private fleet. "DOT" means The U.S. Department of Transportation. "DOT-reportable accident" means an occurrence involving a commercial motor vehicle operating on a highway in interstate or intrastate commerce which results in: (i) a fatality; (ii) bodily injury to a person who, as a result of the injury, immediately receives medical treatment away from the scene of the accident; or (iii) one or more motor vehicles incurring disabling damage as a result of the accident, requiring the motor vehicle(s) to be transported away from the scene by a tow truck or other motor vehicle. A DOT-reportable accident does not include: (i) an occurrence involving only boarding and alighting from a stationary motor vehicle; or (ii) an occurrence involving only the loading or unloading of cargo. "Drayage" means the transport of shipping containers from a dock or port to an intermediate or final destination or the transportation of containers or trailers between pick-up or delivery locations and a railhead. "Dry van" means an enclosed, non-refrigerated trailer generally used to carry goods. "E-logs" means electronic driver logs, which replace paper log books. Paper log books are labor-intensive and cumbersome. E-logs also give managers greater visibility into safety and driver efficiency, allowing problems to be identified and addressed. "FMCSA" means Federal Motor Carrier Safety Administration. "For-hire truckload carrier" means a truckload carrier available to shippers for hire. "Fuel surcharge" means a fee that is added to the freight charges that allows the carrier to be reimbursed for fuel costs incurred in the performance of hauling freight. "GHJ&M" means Goldner Hawn Johnson & Morrison, a Minneapolis-based private investment firm that controls our largest shareholder, Transport Investors. "Intermodal" or "rail intermodal" means the transport of shipping containers or trailers on railroad flat cars before or after a movement by tractor from the point of origin to the railhead or from the railhead to the destination. "Lane" means a route, often an interstate or major highway, on which a great amount of freight flows back and forth. "Less-than-truckload carrier" or "LTL carrier" means a carrier that picks up and delivers multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer. "Linehaul" means the movement of freight on a designated route between cities and service centers. "Loaded mile" means a mile that is driven for a customer for which we are compensated. "MAP21" means the Moving Ahead for Progress in the 21st Century Act, the current federal highway legislation. "NASDAQ" means The Nasdaq Global Select Market. "Private fleet" means the tractors and trailers owned or leased by a shipper to transport its own goods. *Operating income for 2011 was a loss of $0.1 million. Operating Ratio and Adjusted Operating Ratio (2005-2013) Our Competitive Strengths We believe that the following principles enable us to compete effectively: Recruit, train and retain exceptional talent and management We believe that the depth of our highly talented, energetic and committed employee pool is one of our key competitive strengths. The addition of Scott Arves as our CEO was a key element of an extensive rebuilding of our talent base with a seasoned, professional and results-oriented management team. Prior to joining us in 2006, Mr. Arves spent 27 years with Schneider National, one of the nation's largest for-hire truckload carriers, where he was responsible for managing a $3 billion truckload and intermodal business that employed approximately 20,000 people. In addition, Mr. Klein's promotion to COO established a strong financial-oriented operations leader who, together with Mr. Arves, has been instrumental in our success. Our executives have extensive transportation and logistics experience with TRANSPORT AMERICA, INC. (Exact name of registrant as specified in its charter) Table of Contents "Regional" means short- and medium-haul trucking operations, operating in a defined geographical area. "Revenue equipment" means our company tractors and trailers. "Revenues per loaded mile" means total revenues received per mile traveled for which we are compensated for carrying a load. "Seated tractor" means a tractor available for service and for which we have a driver to drive it. "Shipper" means the provider of goods which the carrier delivers. Shippers are our customers. "Southern Cal" means Southern Cal Transport, Inc., a business we acquired on January 12, 2011. "Solo" means trucking operations carried out by a single driver. "Team" means alternating between two drivers in accordance with hours-of-service regulations. Teams are able to move cargo faster over long distances because they can drive more hours in a day than a solo driver. "Tractor" means a truck designed primarily to pull a trailer by means of a fifth wheel mounted over the rear axle(s) of the truck. "Trailer" refers to a large transport conveyance designed to be pulled by a tractor. "Transport Investors" means Transport Investors, LLC, the owner of approximately 79% of our common stock outstanding on the date of this prospectus. "Transport Topics" means a national weekly business publication owned by the ATA covering trucking and freight transportation news. "Truckload carrier" means a carrier that generally dedicates an entire trailer or container to one customer from origin to destination. Table of Contents leading companies such as UPS, JB Hunt, Best Buy, Home Depot, Echo Global Logistics and Yellow Roadway. Our eight-person senior management team possesses a combined 175-plus years of transportation and logistics experience. This leadership team has improved our operational execution, revenue growth and customer service. As a result of the talent and vision of our leadership team, we have clarified our strategy, attracted talent to execute this strategy, standardized our processes, streamlined our operations and established a culture of discipline and accountability. Pursue continuous improvements in operations and execution Our management team has built an organization focused on continuous improvement in our operations and execution. We have worked aggressively to build a company culture with a strategy, vision and purpose that provides a roadmap for our employees to succeed in their positions. In particular, we believe our process-driven operations result in consistent execution and lower operating costs through increased efficiency, higher on-time delivery rates and fewer errors. We created this process-driven operating strategy based on five key components, which we refer to as our "cornerstones": Provide an excellent customer experience; Focus on sales and customer service to create demand for our services that frequently exceeds our capacity, enabling us to pursue the most attractive freight and optimally load our equipment; Improve the profitability of freight through effective yield management; Continually improve processes that enable us to deliver exceptional results; and Continue to drive to a low cost, high-value position in the industry. As a result of executing this operating strategy over the last six years, we have cultivated a strong culture that serves as the foundation of and driving force behind sustainable operating enhancements. Since the beginning of 2006, our annual operating ratio has improved by 490 basis points and our annual adjusted operating ratio improved by approximately 630 basis points. The consistent execution of these cornerstones enables us to achieve industry-leading customer service, safety and driver retention. Capitalize on potential acquisition opportunities The transportation and logistics industry is large and highly fragmented, thereby providing significant opportunities to pursue strategic acquisitions. Our scalable platform and infrastructure, experienced management team and ability to identify, execute and integrate acquisitions provide us with a competitive strength when seeking potential acquisition candidates. We believe that we currently have the infrastructure in place to pursue our growth goals, which include geographic expansion and the introduction of new or enhanced service offerings (particularly regional and dedicated truckload services, brokerage activities and intermodal services). Furthermore, our strengthened capital position following this offering provides additional acquisition capabilities. Our management team is deeply experienced at identifying, integrating and improving the performance of acquired businesses. Our CEO, Scott Arves, has worked on the integration of five trucking acquisitions of various sizes during his career. Other members of our senior management team are equally experienced with acquisitions, bringing expertise gained through a total of 25 additional transactions. The success of our team was demonstrated by our recent acquisition and integration of Southern Cal, one of the largest asset-based truckload acquisitions completed in our industry based on announced acquisition price during the last six years. Following our acquisition of Southern Cal in 2011, we improved its adjusted operating ratio by approximately 1,100 basis points in the next six fiscal quarters (before it was integrated into our existing operations in the fall of 2012) through the application of our five operating cornerstones. We believe our experience with this acquisition, our ability to apply our operating cornerstones to acquired Minnesota (State or other jurisdiction of incorporation or organization) 4213 (Primary Standard Industrial Classification Code Number) 20-4094878 (I.R.S. Employer Identification No.) 1715 Yankee Doodle Road Eagan, Minnesota 55121 (651) 686-2500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents businesses and our cultural emphasis on execution position us to successfully acquire and integrate targets. Deliver a broad suite of services with high-quality customer service We offer a broad integrated suite of dry-van truckload services to address customers' various transportation needs, including solo, team, regional, dedicated, intermodal and brokerage services. This diversified offering enables us to compete effectively as customers continue to seek transportation providers that offer a broader range of services, allowing them to streamline their transportation management. Our customer base consists principally of Fortune 1000 medium-volume shippers that we believe are often underserved and that have a wide variety of shipping needs, value our ability to provide comprehensive truckload solutions and require high-quality execution. Our breadth of services helps diversify our customer base, creates cross-selling opportunities and strengthens relationships by deepening our integration with our customers' supply chains. For example, nine of our top ten customers used at least three of our services in 2012. Our customers have expressed their satisfaction with our services by honoring us with multiple supplier and vendor awards. In fact, we have a strong history of being recognized annually by customers with various awards, including Supplier Excellence Awards from FedEx, 3M and PPG Industries in 2013 and 2012 and Logistics Management's "Quest for Quality" award in 2011, regarded as one of the most prestigious awards given for customer satisfaction and performance excellence within our industry. Recruit and retain drivers We believe that driver recruitment and retention is a core operating strength. Our experienced, non-union drivers are critical to our operating model. We recruit and retain drivers by offering attractive compensation and benefit packages, modern equipment, professional driver management and comprehensive training. We estimate that our total compensation for drivers ranks in the top decile of the truckload industry. We provide our drivers with modern, reliable equipment with attractive features, including sleeper bunks, large cabins, air-ride suspensions and anti-lock brakes. Our company-tractors are equipped with communications technology that enables drivers to receive load-related information, directions, pay information, fueling recommendations and e-mail access. We believe our convenient service center locations, modern equipment and substantial regional and dedicated operations help us recruit and retain superior drivers. We focus on driver retention to reduce recruitment cost, improve customer service and maintain high tractor utilization. In addition, experienced drivers tend to have fewer accidents, thereby lowering insurance claims. Our dry-van truckload operations had a driver turnover rate of 79% for 2013, compared to an industry average of 98% for the first nine months of 2013, according to the most current industry data made available by the ATA. We believe our driver-friendly culture and total compensation in the top decile of the truckload industry will be an increasing competitive advantage as the availability of drivers decreases in the future. Optimize high-quality asset base We have a modern, technology-enabled fleet that enables us to efficiently execute our process-driven operations and to consistently deliver high-quality services. We operate a fleet of approximately 1,330 company tractors with an average age of approximately 2.3 years (compared to the industry average of 6.5 years as of 2013, according to ACT Research), which are equipped with the latest in-cab communication and other technologies designed to increase productivity, lower costs and enhance safety, and we utilize approximately 140 tractors provided by independent contractors for a total fleet size of approximately 1,470 tractors. Our fleet also includes approximately 4,450 trailers which have an average age of 4.8 years (compared to an industry average of 8.2 years as of 2013). We believe the investment in a newer tractor and trailer fleet improves service, controls fuel costs, reduces maintenance costs and provides flexibility to manage capital expenditures as warranted by economic Scott C. Arves President and Chief Executive Officer 1715 Yankee Doodle Road Eagan, Minnesota 55121 (651) 686-2500 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents conditions without negatively impacting the business. The 12 terminals in our network are strategically located across our areas of operation, enabling us to deliver a broad range of services to all of our customers while increasing driver quality of life and retention. Because our terminals are strategically located, we can perform approximately 80% of required maintenance in our own facilities, take advantage of bulk fuel pricing, more closely monitor compliance with safety standards and provide safe parking for our drivers. Our custom-developed information technology platform ties together our fleet, back-office and customers, processing orders, optimizing schedules, dispatching loads, monitoring loads in transit and providing real-time data on profitability. Our network of terminals and back-office support functions can support significantly larger operations and the integration of acquisitions with minimal incremental investment. Our Growth Strategy We have demonstrated the ability to grow our customer base, improve profitability and integrate a sizeable acquisition despite the 2008-2009 U.S. recession, an excess supply of tractors and a capital-constrained operating environment. Since 2006, our primary operating objectives have focused on improving our bottom line and adding services, which improved our annual operating ratio from 98.4% in 2005 to 93.5% in 2013, as well as our adjusted operating ratio from 97.6% in 2005 to 91.3% in 2013. Our goals going forward are to grow our revenues, capture market share, increase our profitability and generate attractive returns on capital. We believe that the processes and procedures established by our management team throughout the organization, our talented workforce, trucking industry trends and our increased financial flexibility following this offering will enable us to continue our earnings growth. We intend to pursue growth through the following initiatives: Expand relationships with existing customers A major component of our growth plan is to gain a larger share of our customers' transportation budgets and increase the number of our services utilized by our customers. In addition, our sales team has been focused on cross-selling our expanded service offering. Since the acquisition of Southern Cal in January 2011, the number of our customers using multiple service offerings increased by 36% in the subsequent two years. By increasing freight volumes and density in our system, we also benefit from better utilization and efficiency, thereby improving our financial performance. We intend to continue to expand our cross-selling efforts across our customer base, with particular focus on what we believe will be higher growth areas dedicated and regional services: Expand dedicated service offering We expect demand for dedicated transportation to grow as more shippers: Outsource non-core activities, such as truckload transportation, in order to avoid onerous regulatory standards, more stringent safety requirements, driver recruiting challenges and more expensive equipment requirements; Minimize their exposure to the volatility in the transportation spot market, which is driven by increased freight demand as the economy improves, the exit of truckload providers who lack scale, the growing shortage of drivers and the rising cost of tractor ownership and maintenance; and Become increasingly concerned about capacity shortages. Expand regional service offering Regional operations provide significant opportunities for us due to: Less competition from smaller operators than in long-haul markets in which services tend to be more commoditized due to the larger number of competitors; Copy to: Jonathan B. Abram Dorsey & Whitney LLP Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402 Phone: (612) 340-2600 E-mail: abram.jonathan@dorsey.com Patrick Daugherty Foley & Lardner LLP Suite 2800 321 North Clark Street Chicago, Illinois 60654 Phone: (312) 832-4500 E-mail: pdaugherty@foley.com Table of Contents Lower driver pay and easier recruitment due to a better lifestyle for drivers who are able to spend more time at home; and Freight contracts supported by people, processes and sophisticated technologies that enable us to run highly-efficient regional networks. Specifically, we intend to expand our existing Southeast, Midwest and Ohio regional operations by continuing to target new customer freight in these regions. We also continue to evaluate other regions for potential entry. Add new customers We are well-positioned to grow by attracting new customers. During 2013 we added 95 new customers that collectively contributed over $16.5 million in revenues. As we have grown, we have developed a broader base of services, which has enabled us to provide a more comprehensive solution to prospective customers. We believe our larger size and broader service offering relative to smaller competitors and increased financial strength as a result of this offering will enable us to accelerate our growth. Also, we have significantly improved the quality and increased the size of our sales team; from 2006 to 2013, we added seven salespeople, increasing the total from seven to 14. With our expanded suite of services, our reputation for quality and safety and our larger and more qualified sales team, we have improved our positioning with prospective customers to be their "one-stop" dry-van truckload transportation services provider. Continue to focus on operational improvements We are an execution-oriented company, and we believe that operational excellence has been critical to our success. Since the addition of Scott Arves and his management team, we have completed a number of operational improvements that have streamlined our cost structure, improved operating efficiency and enhanced our margins. We also have invested in the people necessary to lead continuous improvement initiatives that instill these disciplines as part of our culture. In order to capitalize on these improvements and enhance our competitive position, we continue to implement additional initiatives, including: Increasing our ability to attract new freight and capture higher-quality revenues by refining our customer bid response process; Driving yield improvement by diversifying our customer and freight mix, improving equipment utilization and increasing our average revenues per loaded mile; Standardizing processes and applying continuous improvement disciplines to achieve more efficient utilization of our tractors, trailers and drivers' available hours of service; Improving customer service and increasing operational efficiencies throughout our customer-facing functions; Continuing to foster accountability and cost discipline; Managing the flow of our tractor capacity through our network to balance freight flows and reduce deadhead miles; and Improving driver satisfaction to enhance performance and reduce attrition costs. Selectively pursue acquisitions We seek to identify complementary acquisition targets that can be purchased at attractive valuations. We believe that, due to the highly-fragmented nature of the U.S. truckload market, significantly increased operating costs and a population of aging owners of truckload carriers without a 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. 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. 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 (Do not check if a smaller reporting company) Smaller reporting company Table of Contents succession plan in place, there is an abundance of potential acquisition targets. We also believe our management team is highly experienced in successfully completing and integrating significant acquisitions, such as our acquisition of Southern Cal. We believe we can improve the culture and performance of acquired entities as part of our company and that the opportunities we provide for target companies and their employees make us an acquirer-of-choice. The ideal targets for these transactions offer experienced, trained drivers, opportunities for geographical expansion (as we currently have a limited presence in the Western and mid-Atlantic U.S.), additional services (particularly regional and dedicated truckload services, brokerage activities and intermodal services), limited customer overlap, relatively modern equipment and non-unionized labor. We are confident there are, and will continue to be, opportunities to acquire companies at valuations that will be accretive to earnings and provide a return on invested capital greater than would result from organic fleet expansion, although there is no guarantee that we will be able to identify and execute on any opportunities at valuations that will be accretive to earnings and provide an anticipated return on invested capital in excess of the return from organic fleet expansion. Our current infrastructure is scalable and can support the additional freight volume provided by acquisitions. The deleveraging of our balance sheet as a result of this offering will position us to selectively pursue more acquisitions. Our Industry Opportunity The U.S. trucking industry is large, fragmented and highly competitive, with no dominant participant. According to the ATA, the U.S. trucking industry generated approximately $642 billion in revenues, including for-hire truckload carriers and private fleets, in 2012, and accounted for approximately 81% of all domestic spending on freight transportation. According to the ATA, for-hire truckload carrier revenues totaled $297 billion in 2012, representing 37.5% of all domestic freight transportation revenues. The ATA expects that for-hire truckload carrier revenues will grow to $516 billion by 2024, representing an average annual increase of 4.7% from 2012, and will account for 39.6% of total domestic freight transportation revenues by 2024, representing a 2.1% increase in market share as compared to 2012. There are thousands of truckload carriers in the United States, most of which operate fewer than 100 trucks. The 20 largest for-hire truckload transportation companies are estimated to constitute approximately 6.1% of the total for-hire truckload market in the United States, according to 2012 revenue data published by Transport Topics. Demand for truckload services in the United States is primarily driven by the health of the overall economy, particularly consumer demand and manufacturing output. Supply is dictated by the number of tractors and drivers available within the market. Freight rates fluctuate as a result of varying supply and demand within specific regional markets. We believe that the following are key factors affecting demand and supply within the truckload industry. Key Factors Affecting Demand Environment U.S. economy continues to expand. Since the 2008-2009 U.S. recession, general economic conditions in the U.S. have slowly improved. Freight volumes generally increase with economic expansion. Continued expansion of the U.S. economy should result in an increase in overall U.S. freight. Demand growing for integrated logistics services and supply chain visibility. We believe companies continue to seek integrated transportation and logistics providers that can serve as a single point of contact for multiple logistics needs. We believe shippers will continue to consolidate their vendor bases to improve operational efficiencies and increase supply chain visibility. Demand increasing for value-added services. As specialization in the transportation and logistics industry continues, shippers are increasingly demanding value-added services, including those we 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. Table of Contents offer, such as solo operations, dedicated truckload, expedited team, trailer-on-flat-car, regional truckload and freight brokerage. Key Factors Affecting Supply Environment Availability of Class 8 tractor drivers. The trucking industry has historically experienced substantial difficulty attracting and retaining qualified drivers, and the ATA estimates that the truckload industry currently has a shortage of approximately 25,000 drivers. This shortage is expected to rise to approximately 240,000 drivers by 2022 due to the aging driver population and regulatory constraints on supply. Carriers with effective recruiting and retention programs and competitive compensation and benefits, such as our company, should be in a superior position to mitigate potential effects from further deterioration of the available driver pool. Size and age of Class 8 tractor fleets. Sales of new tractors decreased during the 2007 to 2010 period, and the effective age of Class 8 tractors in the U.S. increased from 5.7 years in 2006 to 6.5 years in 2013, according to ACT Research. Cumulatively, ACT Research estimates that the trucking industry lost approximately 10% of tractor capacity from 2007 to 2011. The number of tractors available remains below pre-recession levels. As a result, truckload companies with larger, newer fleets will have competitive and operational advantages in a recovering market. Increasingly restrictive regulatory environment. The U.S. trucking industry is heavily regulated by various government agencies, primarily for safety and environmental factors. Compliance with these regulations can be burdensome, particularly for smaller carriers with narrower asset bases over which to spread their costs. In addition, many carriers may lose operating flexibility and productivity due to the regulations, thereby effectively reducing industry capacity. Increasing barriers to entry. Historically, barriers to entry in the truckload industry have been low. As a result, the industry largely has consisted of fleets with fewer than 100 tractors, according to the FMCSA. In recent years, however, we believe barriers to entry have increased substantially due to rising tractor prices resulting from more stringent EPA emissions standards, increasing health and benefit costs for drivers, required investments in technology and more rigorous lending standards. Such an environment should favor well-capitalized carriers with advanced technology and stable customer bases.

parsed_sections/prospectus_summary/2014/CIK0001584584_axiom_prospectus_summary.txt

@@ -0,0 +1 @@
+SUMMARY OF PROSPECTUS You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus. In this Prospectus, unless the context otherwise denotes, references to "we," "us," "our", "At Play", "APV", 'At Play Vacations" and "Company" are to At Play Vacations, Inc. and our wholly owned subsidiary Quality Resort Hotels, Inc.. A Cautionary Note on Forward-Looking Statements This Prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

parsed_sections/prospectus_summary/2014/CIK0001587063_imc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire Prospectus, including Risk Factors , Management s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements, before making an investment decision. Company management has determined that it is in the best interests of the Company to become a reporting company under the Securities And Exchange Act of 1934, and endeavor to establish a public trading market for the Company common stock, because management believes: (i) it will increase the Company s profile as an active company in the Medical Practice Software Market, giving it greater identity and recognition which will help in conducting its business: (ii) it will make it easier for the Company to obtain terms from vendors and negotiate licenses for products it selects to market; (iii) it will make it easier for the Company to attract additional equity capital, which the Company needs in order to further implement its business plan; and (iv) it will give existing shareholders who funded the Company on a private basis in the past, the opportunity to exit a part or all of their investment in the Company and diversify their investments. However, the Company is a development stage company; this offering will not raise additional capital for the Company since only the shares of selling shareholders are being registered; the Company will have to raise approximately one million dollars ($1,000,000) in additional capital over the next 12 months in order to fully pursue its business plan and there is no assurance it will be successful in doing so; being a public company entails significant additional expense which the Company will have to fund; there is currently no public market for the Company s common stock and one may never develop; and if a public market is created, it is likely the Company s common stock will be traded as a penny stock. As a result, prospective investors are cautioned to carefully read the risk factors set forth herein prior to making an investment decision. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Fee Amount to be Registered Proposed Maximum Amount of Offering Price Proposed Maximum Aggregate Offering Price (1) Registration Per Share (1) Common Stock, $0.001 par value (2) 450,000 $ 0.02 $ 9,000 $ 1.23 (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes stock to be sold by selling shareholders. (2) The shares of common stock being registered hereunder are being registered for resale by certain selling shareholders named in the prospectus. 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 Section 8(a) may determine. The information in this prospectus is not complete and may be changed. We may not 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 it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Corporate Background and Our Business The Company is a development stage company that is in the process of implementing its business plan, but has had no revenues to date. We are not a blank check company and have no plans or intention to engage in a merger or acquisition with an unidentified company, companies, entity or person, nor do we nor any of our affiliates intend for the Company, once it is publicly traded, to be used as a vehicle for some other private company to become a publicly traded company. The Company was originally formed as IMC Holdings, LLC, a Texas limited liability company ("LLC") on August 10, 2005 and operated as an LLC. On August 13, 2012, the LLC merged with and into IMC Holdings Inc. (the "Merger"). IMC Holdings Inc. was incorporated under the laws of the State of Nevada on August 26, 2011. Prior to the merger, IMC Holdings, LLC had minimal business operations other than maintaining its good standing in the state of Texas. Pursuant to the Merger, 1,000,000 shares of common stock of the Company were issued to Robert Zayas, M.D. in exchange for all of the membership interests in IMC Holdings, LLC. As a result of the Merger, the license agreement between Z Healthcare Management LP, a Texas limited partnership ( ZHM )and the LLC became null and void and, thus, shortly after the Merger, on September 1, 2012, IMC Holdings Inc. obtained the rights to license (the "License") the software owned by ZHM whose General Partner is Z Healthcare Systems, Inc., a Texas corporation and whose majority shareholder is Robert Zayas, M.D, (also known as Roberto Zayas Jr., M.D.) the majority shareholder, President and a director of the Company. On September 1, 2012, in exchange for the License, the Company issued 19,000,000 common shares to ZHM, which was the previously agreed upon valuation with the LLC for the License. Additionally, on September 1, 2011, the Company issued an aggregate of 5,050,000 to other founders of the Company for providing consulting and business advisory services. The License enables the Company to sub-license a comprehensive electronic medical practice management (EPM) and electronic medical records (EMR) software package (the "Software"). The Software is designed to support a full range of medical practices and medical specialties, allowing physicians, groups, plans and healthcare organizations to improve patient care, streamline work flow and meet objectives while cutting costs, improving productivity and maximizing profits. The Software provides a potential licensee with scheduling, registration, custom reporting, billing, collections, and the ability to electronically manage medical records. Also, the data obtained from the use of the Software may be used for outcomes analysis and to track marketing in a medical practice. The Software can be customized, using many medical specialty specific templates available within the Software. Customization services are offered by IMC or the licensee may choose to customize the Software using its own resources. The EMR part of the Software streamlines and digitizes all aspects of the documentation of patient care. The EPM system integrates with EMR seamlessly and electronically facilitates the use of that data with the requirements of billing, collections, claims, scheduling, reports, lab results, imaging, referrals and other clinical and practice procedures, as well as payroll services, online banking, accounting and bank account reconciliation. The Software provides a level of connectivity that allows access across physical locations and staff functions, improves the speed and quality of patient care and provides a high level of accuracy. The Software provides data displays that are viewer "friendly", which we believe is in keeping with the progression of the natural workflow to which medical office workers have become accustomed. The Software minimizes the number of "click-throughs" to key functions, thereby increasing efficiency. The Software's data mining capabilities are designed to group and make accessible information we believe has not been previously available, enabling more effective treatment protocols and outcome studies to be undertaken. Explanatory Note This Registration Statement on Form S-1/A (Amendment No. 1) is being filed to update the financial statement to included the period ended September 30, 2013 and an updated Management Discussion and Analysis to reflect the updated financial statements. The Software also provides an integrated system that links all the functions of the medical front office, back office, collections and billing (collectively the "Modules" and individually a "Module") while also providing each Module the ability to be used independently. This, combined with the Software s what we have named Decision Tree design intelligence allows for increased functionality and flexibility. Decision Trees are set up as snapshots of procedures, workflow and decision flow charts and are adapted to suit the specific requirements of different specialties or applications. With the flexibility of our Software and Decision Tree design intelligence, we aim to provide a useful tool for medical clinics and physicians offices to enhance their own programs and product lines by cutting costs and improving service. Meeting our capital requirement will be directly contingent on Robert Zayas, M.D. and his decision to advance us capital in the event that we are not able to raise capital from other sources. Relationship with our majority shareholder Robert Zayas, M.D., a director of the Company and our Chief Executive Officer and Chief Financial Officer, owns a majority interest in ZHM. In as much as Dr. Zayas' controlling interest in the Company is based upon his personal ownership of 1,000,000 shares of common stock and his majority ownership interest of ZHM, we reviewed and analyzed whether or not the Company is the primary beneficiary of ZHM. We concluded that the Company has a variable interest in ZHM but it is not the primary beneficiary of ZHM since it is not absorbing any financial profits or losses of ZHM. Since the inception of the Company beginning with the formation of the LLC on August 10, 2005, to date we have borrowed monies from Dr. Zayas on an as needed basis totaling $68,595, which sum is due on demand together with interest at the rate of ten per cent per annum. We will need to obtain additional financing of approximately $1,000,000 to maintain continuing operations for the 12 month period commencing on January 1, 2014. We have not as yet sought to obtain the additional financing from sources other than Dr. Zayas. The Company's principal offices are located at 12121 Jones Rd., Houston, Texas 77070. Our telephone number is 858-518-0447. Dealer Prospectus Delivery Obligation Until _______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Subject to Completion Dated January 16, 2014 PROSPECTUS IMC HOLDINGS, INC. 450,000 Shares of Common Stock The selling stockholders named in this prospectus are offering 450,000 shares of common stock of IMC Holdings, Inc., a Nevada corporation (the "Company"), at a price of $0.02 per common share. The selling stockholders currently hold 1.76% of our common stock. We will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling stockholders directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling stockholders have set an offering price for these securities of $0.02 per common share until the common stock becomes quoted by a market maker on the Over-the-Counter Bulletin Board. This is a fixed price for the duration of the offering. The selling stockholders are an underwriter, within the meaning of Section 2(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the common stock or interests therein are also be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The selling stockholders, who are an "underwriter" within the meaning of Section 2(11) of the Securities Act, are subject to the prospectus delivery requirements of the Securities Act. See Security Ownership of Certain Beneficial Owners for more information about the selling stockholders. Please note that this registration statement covers the sale of 1.76% of the Company s outstanding securities.

parsed_sections/prospectus_summary/2014/CIK0001587264_eneti-inc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001588238_eqt-re-llc_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001594075_lion_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY As used in this prospectus, references to the Company, we, our , us or Lion Print refer to Lion Print Corporation unless the context otherwise indicates. The following summary highlights selected information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the Risk Factors section, the financial statements, and the notes to the financial statements. Our Company Lion Print Corporation was incorporated on November 7, 2013, under the laws of the State of Nevada, for the purpose of engaging in the printing services business, with the objective of becoming a recognized leader in our targeted market for graphic design solution, printing, and finishing services. The primary focus of Lion Print Corporation will be providing following printing services: printing of business cards, brochures, single-colour business papers, full-colour annual report ,envelopes, calendars, greeting cards, labels and stickers, large format posters, letterhead, mini cards, notepads, sell sheets: flyers, menus, invite folders, tickets, passes, custom booklets, folders. We also intend to provide other services such as typesetting, layout, image setting, folding, numbering, perforating, scoring, drilling, laminating items to any size of business. We will also focus on providing variety of services to private customers, by taking orders in smaller volumes. We will provide wide range of printing and related services to customers in our target market. We also will provide printing services in 3D format which is innovation for printing industry in Ukraine and we hope will gain popularity within our target market. We have not commenced any printing activities. Liliia Yasinska, our sole officer and director, does not devote all of her time to our current operations and it is expected that she will devote between 5 to 10 hours per week to our operations on an ongoing basis. We are a development stage company that has not realized any revenues to date, and our accumulated deficit as of November 30, 2013 is $5,583. As of March 27, 2014, we have no cash on hand, and to date we have raised an aggregate of $5,555 through a loan from our sole officer and director, Liliia Yasinska. The loan is due on demand, interest free, unsecured and has no term. Imputed interest of $28 was recorded as donated capital for the year ended November 30, 2013. Proceeds from the loan were used for working capital. Additionally, on November 7, 2013, Ms. Yasinska was issued 5,000,000 shares of our common stock as founders shares in exchange for being named a director of the Company. The implied aggregate price of our common stock based on the offering price of $0.04 is $200,000 for such 5,000,000 shares. Our total stockholders equity (deficit) as of November 30, 2013 is $5,555. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We presently do not expend any funds because we presently have no cash and depend on our sole officer and director, Liliia Yasinska, to fund our operations. Upon the sale of all the shares in this offering, if we are able to sell such shares, we anticipate expending approximately $6,700 per month. Assuming the sale of all shares in the offering, we expect to run out of funds 12 months after completion of the offering. We must raise additional capital in order to continue operations and to implement our 12-month plan of operation. To implement our plan of operations we require a minimum funding of $80,697 for the next twelve months. After twelve months period we may need additional financing. If we do not generate any revenue we may need a minimum of $10,000 of additional funding to pay for SEC filing requirements. Liliia Yasinska, our sole officer and director, has agreed to loan us funds, however, she has no firm commitment, arrangement or legal obligation to advance or loan funds to the Company. If we do not generate any or sufficient revenue and Ms. Yasinska does not loan us funds, then we plan to raise such additional funding by way of private debt or equity financing, but have not commenced any activities to raise such funds. We cannot provide any assurance that we will be able to raise such additional funding. If we do not raise sufficient amount of funding, our business will fail and you will lose your entire investment in us. The Company s principal offices are located at G. Washington St., 17/67, Lviv, Ukraine. Our telephone number is +380-685511850. Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities. The information in this prospectus is not complete and may be amended. The Registrant may not 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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS LION PRINT CORPORATION 2,500,000 SHARES OF COMMON STOCK This prospectus relates to the offer and sale of a maximum of 2,500,000 shares (the Maximum Offering ) of common stock, $0.00001 par value ( Common Shares ) by Lion Print Corporation, a Nevada corporation ( we , us , our , Lion Print , Company or similar terms). There is no minimum for this offering. The offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 16 months. We do not anticipate making any extensions to the offering. We will pay all expenses incurred in this offering. We are an emerging growth company under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements. The offering of the 2,500,000 shares is a best efforts offering, which means that our sole officer and director will use her best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.04 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and director will be solely responsible for selling shares under this offering and no commission will be paid on any sales. Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.04 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority ( FINRA ) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed. We are a shell company within the meaning of Rule 405, promulgated pursuant to Securities Act, because we have nominal assets and nominal operations. Because we are a shell company, the Rule 144 safe harbor is not available for the resale of any restricted securities issued by us in any subsequent unregistered offering. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. Our business is subject to many risks and an investment in our shares of common stock will also involve a high degree of risk. You should carefully consider the factors described under the heading risk factors beginning on page 8 before investing in our shares of common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 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. The date of this prospectus is _____________, 2014 . We plan to raise the additional funding for our twelve month business plan by selling the 2,500,000 shares in this offering. We cannot provide any assurance that we will be able to sell any of the shares being offered to raise sufficient funds to proceed with our twelve month business plan. From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our company, the initial issuance of shares of common stock to our sole officer and director, borrowing $5,555 from our sole officer and director, completing our business plan and developing our website. Our financial statements from inception from inception on November 7, 2013, through November 30, 2013, report no revenues and a net loss of $5,583. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Liliia Yasinska, our sole officer and director did not agree to serve as an officer or director of the Company at least in part due to a plan, agreement or understanding that she would solicit, participate in, or facilitate the sale of the enterprise to (or a business combination with) a third party which desires to obtain or become a public reporting entity, and Ms. Yasinska confirms that she has no such present intention. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. We are an emerging growth company within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see RISK FACTORS RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE ARE AN `EMERGING GROWTH COMPANY AND WE CANNOT BE CERTAIN IF THE REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES WILL MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS on page 6 of this prospectus. This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our sole officer and director will be solely responsible for selling shares under this offering and no commission will be paid on any sales. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such quotation service or that any market for our stock will develop. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares. Under U.S. federal securities legislation, our common stock will be penny stock . Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. THE OFFERING Securities offered: 2,500,000 shares of our common stock, par value $0.00001 per share. Offering price: $0.04 Duration of offering: The 2,500,000 shares of common stock are being offered for a period of 16 months. Net proceeds to us: $100,000, assuming the maximum number of shares sold. For further information on the Use of Proceeds, see page 14. Market for the common shares: There is no public market for our shares. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority ( FINRA ) for our common stock to eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale. Shares outstanding prior to offering: 5,000,000 Shares outstanding after offering: 7,500,000

parsed_sections/prospectus_summary/2014/CIK0001599613_mammoth_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001606974_environmen_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY Company Overview Pharmamed Inc is a development stage company incorporated on April 25, 2014 under the laws of the State of Delaware. Our fiscal year end is December 31. Our principal office is located at 9435 Bormet Drive Unit 1A Mokena, IL 60448. Our telephone number is 708-267-9998 and our e-mail is daniel@pathwaysfinancial.biz Since becoming incorporated, we have not made any significant purchases or sales of assets, nor have we been involved in any mergers, acquisitions or consolidations and have no intentions of doings so. Pharmamed has never declared bankruptcy, never been in receivership, and never been involved in any legal actions or proceedings. We were incorporated on April 25th as Koala Unlimited Inc. On June 6, 2014 the Company amended its Articles of Incorporation and changed its name to Pharmamed Inc which management felt better described its proposed business operations. We plan to lease growing space and related facilities to licensed marijuana growers and dispensary owners for their operations. Additionally, we plan to provide a variety of services to the cannabis industry, such as compliance, support and consulting. As of June 30, 2014, the date of company's last financial statements, Pharmamed has raised $1,950 through the sale of common stock. This sale was a purchase of 19,500,000 shares by the Company s officer and director Daniel Gallagher and by the other founding shareholders. As of June 30, 2014, we had $1,360 of cash on hand and had expenses from inception April 25, 2014 to June 30, 2014 of $4,865, which was related to corporate start-up fees. As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The Company believes that we will need a minimum $50,000 to maintain the corporate entity, accounting and filings over the next 12 months and a minimum of $25,000,000 to carry out our operations and marketing preparation for the next 12 months. For our audited financial information please see "Financial Statement" within this document below. Shell Company Status We are considered a shell company as defined by Rule 12b-2 of the Exchange Act. Rule 12b-2 defines a shell company as a registrant that has nominal operations and assets consisting solely of cash and cash equivalents and nominal other assets. Our shell company status prevents the resale of our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We caution investors as to the highly illiquid nature of an investment in our shares. In addition, until our shell company status has been removed, we will be unable to register shares for issuance in equity compensation plans and agreements on Form S-8. Terms of Offering This is a self-underwritten public offering with no minimum purchase requirement. Common shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. And funds raised from the offering will be immediately available to us for our immediate use. Market for our common stock Our common stock is not quoted on a market or securities exchange. We cannot provide any assurance that an active market in our common stock will develop. Use of proce Management As of the date of this prospectus, Pharmamed has two Directors, Geoffrey Thompson and Daniel Gallagher (President, Treasurer, CFO, CEO, and Secretary). Our Officer has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the business plan. (table of contents) The Offering Pharmamed Inc. is offering up to 10,000,000 shares of common stock at an offering price of $10.00 per share. There is currently no public market for our common stock. Moreover, there is no trading symbol assigned to the common stock. Our Officer and Director currently owns 9,000,000 shares of restricted common stock. Potential investors must be aware that if we are unable to raise proceeds through this offering we will be unable to complete our business plan, resulting in businesses failure and a complete loss of any investment made into the Company. JOBS Act The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies. Emerging Growth Company The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an emerging growth company," it will, among other things: be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: "say-on-pay", "pay-for-performance", and "CEO pay ratio". be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting; be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended; be permitted to comply with the SEC s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and, be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies). Our company will continue to be an emerging growth company until the earliest of: the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more; the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act; the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2). (table of contents) RISK FACTORS This section of the prospectus discloses all material risks known to us. We do not make, nor have we authorized any other person to make, any representation about the future market value of our common stock. In addition to the other information contained in this prospectus, the following factors should be considered carefully in evaluating an investment in our securities. If any of the risks discussed below materialize, our common stock could decline in value or become worthless. The price of our common stock was set arbitrarily Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. We are offering the common shares at a price of $10.00 per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share and was entirely arbitrary and is a significant increase in price since inception in April. The price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. No underwriter has engaged in any due diligence No underwriter has engaged in any due diligence activities, including confirming the accuracy of the disclosure in the prospectus and providing input as to the offering price. Market Information There is presently no public market for Pharmamed s common stock. Pharmamed anticipates applying for trading of its common stock on the Over-the-Counter Bulletin Board (the "OTC Bulletin Board") upon the effectiveness of the registration statement of which this prospectus forms a part. However, Pharmamed can provide no assurance that its shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. A public market for our common stock may never develop for several reasons, including the risks posed by the uncertain legal landscape pertaining to the sale of marijuana. We have a limited operating history and may never be profitable. Since we have not yet recently commenced operations under our new business plan, it is difficult for potential investors to evaluate our business. We will need to raise additional capital in order to fund our operations. We will need to raise a minimum of $25 million in this offering to implement our business plan. There can be no assurance that we will be profitable or that the shares which may be sold in this offering will have any value. There is substantial doubt about our ability to continue as a going concern. Our financial statements have been prepared on a going concern basis which assumes we will be able to realize its assets and discharge our liabilities in the normal course of business for the foreseeable future. As of June 30. 2014, we had $1,360 of cash on hand. We incurred a loss since Inception (April 25, 2014) resulting in an accumulated deficit of $(4,865) as of June 30, 2014 and further losses are anticipated in the development of our business. Our ability to continue as a going concern is dependent upon our becoming profitable in the future and, or, obtaining the necessary financing to meet our obligations and repay its liabilities arising from normal business operations when they come due. There is no guarantee that we will be successful in achieving these objectives. On June 10th, 2014 we signed an agreement with Lambert Private Equity, LLC. The agreement provides that Lambert shall invest up to USD$100,000,000 (the "Commitment Amount") to purchase the Company s common stock. This is a voluntary agreement on the part of the company. That is, according to the Agreement, in the event that the company is actually trading on an agreed upon exchange, after a 30 day trading period, in which price and volume are established, the company may seek a draw down wherein Lambert, using the 30 day price trading average, would purchase up to $2,000,000.00 of the company stock per draw down per the agreement. Further, there is no assurance that Lambert will provide funding if needed nor that the company will need to activate the agreement. On June 10th, 2014 we signed an agreement with Lambert Private Equity, LLC. The agreement provides that Lambert shall invest up to USD$100,000,000 (the "Commitment Amount") to purchase the Company s common stock, $.0001 par value per share (the "Common Stock"); and such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 Act"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder. As an inducement to Lambert to enter into this Agreement and as consideration for making the investment, the Company has agreed to issue to Lambert a Commitment Fee 2% of the Commitment Amount in Shares at a par value of $.0001 per share, but subject to the limitation set forth in Section 2(e) of this Agreement. Initially the Company shall issue Investor 285,715 Shares. The parties acknowledge that the Commitment Fee is part of the investment structure and is not a fee paid for services Pharmamed s agreement with Lambert Private Equity LLC has specific registration rights that could affect potential shareholder rights. Lambert Private Equity holds shares within Pharmamed Inc, per a commitment fee and will not be able to add additional funding if the company holds more than 4.9% ownership. The company will be able to draw down on $2,000,000 at a time per the agreement. Please see and read the Lambert Private Equity Agreement per the Exhibit. Overall Limit on Common Stock Issuable. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company pursuant to this Agreement, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval, (the "Maximum Common Stock Issuance"), unless the issuance of Shares, including any Common Stock to be issued pursuant to this Agreement, in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders. There can be no assurances that our common stock will ever be listed in which case we would not be permitted to put shares to Lambert under this agreement. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Shares hereunder or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(i). (see exhibit for more detail) . If and when initiated this will cause significant dilution to the company s shareholder base. The Lambert Agreement is a voluntary agreement on the part of the company. That is, according to the Agreement, in the event that the company is actually trading on an agreed upon exchange, after a 30 day trading period, in which price and volume are established, The company, may seek a draw down wherein Lambert, using the 30 day price trading average,. This would cause a dilution to existing shareholders. Consequently, the company will utilize the Lambert Agreement only when and if absolutely necessary to meet financial demands. Further, there is no assurance that Lambert will provide funding if needed nor that the company will need to activate the agreement. (table of contents) We may be unable to acquire the properties that are critical to our proposed business. Our business plan involves the acquisition of properties which will be leased to marijuana growers. There can be no assurance that we will be able to obtain the capital needed to purchase any properties. Our failure to obtain capital may significantly restrict our proposed operations. We need capital to operate and fund our business plan. We do not know what the terms of any future capital raising may be but any future sale of our equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the price of the shares of common stock sold in this offering. The failure of us to obtain the capital which it requires may result in the slower implementation of our business plan. Our proposed business is dependent on laws pertaining to the marijuana industry. Continued development of the marijuana industry is dependent upon continued legislative authorization of marijuana at the state level. Any number of factors could slow or halt progress in this area. Further, progress, while encouraging, is not assured. While there may be ample public support for legislative action, numerous factors impact the legislative process. Any one of these factors could slow or halt use of marijuana, which would negatively impact our proposed business. As of May 31, 2014, 21 states and the District of Columbia allow its citizens to use medical marijuana. Additionally, voters in the states of Colorado and Washington approved ballot measures last November to legalize cannabis for adult use. The state laws are in conflict with the federal Controlled Substances Act, which makes marijuana use and possession illegal on a national level. The Obama administration has effectively stated that it is not an efficient use of resources to direct law federal law enforcement agencies to prosecute those lawfully abiding by state-designated laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding the low-priority enforcement of federal laws. Additionally, any new administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government s enforcement of current federal laws could cause significant financial damage to us and its shareholders. Further, and while we do not intend to harvest, distribute or sell cannabis, by leasing facilities to growers of marijuana, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and exposes us to potential criminal liability, with the additional risk that our properties could be subject to civil forfeiture proceedings. At the moment, it is our sole intent to only conduct business within the state of Colorado. We intend to abide by all the state and local rules associated with getting a particular property legally permitted to conduct business within the medical marijuana space. At any time in any town, the laws may change that would not allow us to continue leasing a space for its intended business purpose. The marijuana industry faces strong opposition. It is believed by many that large well-funded businesses may have a strong economic opposition to the marijuana industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. Further, the medical marijuana industry could face a material threat from the pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical industry could make in halting or impeding the marijuana industry could have a detrimental impact on our proposed business. Marijuana remains illegal under Federal law. Marijuana is a schedule-I controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with its business plan. (table of contents) Potential users of our proposed facility may have difficulty accessing the service of banks, which may make it difficult for them to operate. Since the use of marijuana is illegal under federal law, there is a compelling argument that banks cannot accept for deposit funds from businesses involved with marijuana. Consequently, businesses involved in the marijuana industry often have trouble finding a bank willing to accept their business. The inability to open bank accounts may make it difficult for potential tenants of our proposed facility to operate. The Company may not be able to secure bank financing on favorable terms, if at all due to the involvement of our company in the marijuana industry. Laws and regulations affecting the medical marijuana industry are constantly changing, which could detrimentally affect our proposed operations. Local, state and federal medical marijuana laws and regulations are broad in scope and subject to evolving interpretations, which could require us to incur substantial costs associated with compliance or alter its business plan. In addition, violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on its operations. In addition, it is possible that regulations may be enacted in the future that will be directly applicable to our proposed business. We cannot predict the nature of any future laws, regulations, interpretations or applications, nor can we determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on its business. Potential competitors could duplicate our business model. There is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names. As a result, potential competitors could duplicate our business model with little effort. We are dependent on its management and the loss of any of its officers could harm our business. Our future success depends largely upon the experience, skill, and contacts of our officers. The loss of the services of these officers may have a material adverse effect upon our business. Our president Daniel Gallagher and Director Mr. Geoffrey Thompson have no experience in the marijuana industry nor do they have any experience operating a public company. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the Securities and Exchange Commission which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. Our Articles of Incorporation authorize our Board of Directors to issue up to 10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by management. We are deemed as a "shell company" under Rule 12b-2 of the Exchange Act. Resale of our shares is not permitted under Rule 144(i) until 12 months after the registrant is no longer considered a shell company. We are considered a shell company as defined by Rule 12b-2 of the Exchange Act. Rule 12b-2 defines a shell company as a registrant that has nominal operations and assets consisting solely of cash and cash equivalents and nominal other assets. Our shell company status prevents the resale of our shares under Rule 144(i) unless and until 12 months after we are no longer considered a shell company. We caution investors as to the highly illiquid nature of an investment in our shares. In addition, until our shell company status has been removed, we will be unable to register shares for issuance in equity compensation plans and agreements on Form S-8. (table of contents) FORWARD LOOKING STATEMENTS The statements contained in this prospectus that are not historical fact are forward-looking statements which can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "should," or "anticipates" or the negative thereof

parsed_sections/prospectus_summary/2014/CIK0001611019_caleminder_prospectus_summary.txt

@@ -0,0 +1 @@
+Prospectus Summary The following summary highlights selected material information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "Risk Factors" section, the financial statements, and the notes to the financial statements. Our Company All references to "we," "us," "our," or similar terms used in this prospectus refer to Caleminder Inc. Our fiscal year ends on December 31. We were incorporated in the State of Delaware on May 28, 2014 and are a development stage company. Our company has developed a business plan for an online service that provides a calendar- based greeting and reminder service to assist subscribers in remembering important life events such as birthdays, anniversaries, etc. The Company operates out of Israel however the web application will be available worldwide . Users will register with the system and enter these important dates as well as configure a variety of settings, including how they want to be notified, for example by email or by text message or via Facebook or other social media tools; when they want to be notified, for example one month prior, two weeks prior, one week prior, etc. The user can also designate contacts as belonging to specific user groups such as Friends, Family, Professional Contact. These user groups will be customizable. The content of the reminder can also be customized so that the user can either enter all the relevant details, or leave the reminder cryptic so as not to alert others to the upcoming event. Many of the settings will be one-time preferences while other fields will need to be customized per reminder set. A series of reports will be made available to the end-user to indicate what reminders are pending, already sent, etc. Because the website will run entirely on the Cloud, end-users will not be required to download any application. The company plans to work with an outside web developer to create the programming, back office and infrastructure, as well as the look and feel of the website. We plan to work with marketing and social media experts to determine the best way to promote the site and brand our offering. We will also need to hire user interface experts to optimize the graphic user interface. We plan to monetize the site through several means including topic-based advertisement; local, national, global and corporate sponsors, and more. While the base service will be free to end-users, additional for-pay services will be added. These will include not only the reminder messages that are free, but the ability to configure automatic emails that will be sent on the day of the event birthday, anniversary, etc. to another person. We believe we can create an interface that will enable the end-user to customize many factors within the notification. We will offer the for-pay users the opportunity to upload a video or tape an audio message that will be attached to the email or included in a link. A full set of for-pay end-user benefits will need to be discussed with the development agency we hire. Some of the initially planned features may need to be shifted to later development cycles. Certain features of the proposed services may not be developed without proper funding . In the early stages, we plan to develop template-like options that enable a user to upload digital photographs, logos, etc. to customize templates that can be saved and reused when needed. Each template will be created via a Template Editor. Ideally, the Template Editor will have a graphic What You See Is What You Get interface that enables the user to drag and drop elements to customize the template. The user should be able to control the font, color and size of text, move graphics around, and more. At the same time, for users who feel that they are less creative, the Caleminder service should include some basic samples that can quickly be modified by adding a name, user address, and event title and quickly generate and send the appropriate card. We are currently a SHELL company and will need to raise $18,500 to commence operations . Our auditors have issued an audit opinion which includes a statement describing our going concern status. Our financial status creates substantial doubt as to whether we will be able to continue as a going concern. Investors should note that we have not generated any revenues to date, and that we do not yet have any services available for sale. The Company has no full time employees, and our officer intend to devote approximately twenty hours per week to the business activities of the Company. Our Direct Public Offering We are offering for sale up to a maximum of 2,500,000 Shares of our common stock directly to the public. There is no underwriter involved in this Offering. We are offering the Shares without any underwriting discounts or commissions. The purchase price is $0.02 per share. If all of the Shares offered by us are purchased, the gross proceeds before deducting expenses of the offering will be up to $50,000. The expenses associated with this offering are estimated to be $11,500 or approximately 23% of the gross proceeds of $50,000 if all the Shares offered by us are purchased. If all the Shares offered by us are not purchased, then the percentage of offering expenses to gross proceeds will be higher and a lower amount of proceeds will be realized from this offering. This is our initial public Offering, and no public market currently exists for Shares of our common stock. We can offer no assurance that an active trading market will ever develop for our common stock. The Offering will terminate 180 days after this Registration Statement is declared effective by the Securities and Exchange Commission. However, we may extend the Offering for up to 90 days following the six month Offering period. The Offering Total Shares of common stock outstanding prior to the Offering 7,500,000 Shares Shares of common stock being offered by us 2,500,000 Shares Total Shares of common stock outstanding after the Offering 10,000,000 Shares Gross proceeds: Gross proceeds from the sale of up to 2,500,000 Shares of our common stock will be up to $50,000. Use of proceeds from the sale of our Shares will be used as general operating capital towards the cost of launching our website and services, as well as identifying a marketing agency that is ideally matched to our needs, such that we are able to design, develop and market our services. We will also need to hire a web development agency and a user interface expert as well as ongoing social media experts to promote our calendar-based reminder service on an ongoing basis. Risk Factors There are substantial risk factors involved in investing in our Company. For a discussion of certain factors you should consider before buying Shares of our common stock, see the section entitled "Risk Factors." This is a self-underwritten public Offering, with no minimum purchase requirement. Shares will be offered on a best efforts basis, and we do not intend to use an underwriter for this Offering. We do not have an arrangement to place the proceeds from this Offering in an escrow, trust, or similar account. Any funds raised from the Offering will be immediately available to us for our immediate use. As used in this prospectus, references to the "Company," "we," "our," or "us" refer to Caleminder Inc., unless the context otherwise indicates. A Cautionary Note on Forward-Looking Statements This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, should, expects, plans, anticipates, believes, estimates, predicts, potential, or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors, that may cause our or our industry s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform to actual results. Selected Summary Financial Data This table summarizes our operating and balance sheet data as of the periods indicated. You should read this summary financial data in conjunction with the "Plan of Operations" and our financial statements and notes thereto included elsewhere in this prospectus. (May 28, 2014) Through (June 30 2014 ) Statement of Operations: Total revenues $— Total operating expenses $1,000 (Loss) from operations $(1,000) Net (loss) $(1,000) (Loss) per common share $(0.00) Weighted average number of common Shares outstanding - Basic and diluted 6,617,647 As of (June 30, 2014) Balance Sheet: Cash in bank $15,000 Prepaid Expenses $3,000 Total current assets $18,000 Total assets $18,000 Total current liabilities $18,250 Total liabilities $18,250 Total stockholders (deficit) $(250) Total liabilities and stockholders (deficit) $18,000 RISK FACTORS This investment has a high degree of risk. Before you invest, you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or part of your investment. RISKS

parsed_sections/prospectus_summary/2014/CIK0001611892_twist_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY 1

parsed_sections/prospectus_summary/2014/CIK0001613859_pra_prospectus_summary.txt

@@ -0,0 +1 @@
+PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the matters discussed under the captions "Risk Factors," "Unaudited Pro Forma Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto appearing at the end of this prospectus, before making an investment decision. As used in this prospectus, unless the context otherwise requires, references to "PRA Health Sciences," "PRA," "the Company," "our company," "we," "us," and "our" refer to PRA Health Sciences, Inc. and its consolidated subsidiaries. Overview We are one of the world's leading global contract research organizations, or CROs, by revenue, providing outsourced clinical development services to the biotechnology and pharmaceutical industries. We believe we are one of a select group of CROs with the expertise and capability to conduct clinical trials across all major therapeutic areas on a global basis. We have therapeutic expertise in areas that are among the largest in pharmaceutical development, including oncology, central nervous system, inflammation and infectious diseases. We believe we provide our clients with one of the most flexible clinical development service offerings, which includes both traditional, project-based Phase I through Phase IV services as well as embedded and functional outsourcing services. We believe we further differentiate ourselves from our competitors through our investments in medical informatics and clinical technologies designed to enhance efficiencies, improve study predictability and provide better transparency for our clients throughout their clinical development processes. We are one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. Our global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and more than 10,000 employees worldwide. Since 2000, we have performed approximately 2,300 clinical trials worldwide. We have worked on more than 100 marketed drugs across several therapeutic areas and conducted the pivotal or supportive trials that led to U.S. Food and Drug Administration, or FDA, or international regulatory approval of more than 45 drugs. We are focused on further expansion into high growth, emerging markets, which is demonstrated by the formation of our 2012 joint venture with WuXi AppTec (Shanghai) Co. Ltd., or WuXi, a CRO managing clinical trials in Asia, and our 2013 acquisition of ClinStar, LLC, or ClinStar, a CRO managing clinical research trials in Eastern Europe. We believe we are a leader in the transformation of the CRO engagement model via our flexible clinical development service offerings, which include embedded and functional outsourcing services in addition to traditional, project-based clinical trial services. In September 2013, we completed the acquisition of ReSearch Pharmaceutical Services, or RPS, a global CRO providing clinical development services primarily to large pharmaceutical companies, which provides a highly complementary fit with our historical focus on biotechnology and small- to mid-sized pharmaceutical companies. RPS, now known as our Strategic Solutions offerings, provides Embedded Solutions and functional outsourcing services in which our teams are fully integrated within the client's internal clinical development operations and are responsible for managing functions across the entire breadth of the client's drug development pipeline. We believe that our Strategic Solutions offerings represent an innovative alternative to the traditional, project-based approach and allow our clients to maintain greater control over their clinical development processes. Our flexible clinical development service offerings expand our addressable market beyond the traditional outsourced clinical development market to include the clinical development spending that biopharmaceutical companies historically have retained in-house. AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRA and our logo are two of our trademarks that are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of third parties. Trademarks, tradenames and service marks referred to in this prospectus may or may not appear with the and symbols, but those references (or the lack thereof) are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable trademark law, our rights or that the applicable owner will not assert its rights to any such trademarks, tradenames and service marks. Table of Contents Over the past 30 years, we have developed strong client relationships and have performed services for more than 300 biotechnology and pharmaceutical clients. In the first nine months of 2014, we derived 19% of our service revenue from small- to mid-sized pharmaceutical companies, 27% of our service revenue from large biotechnology companies and 13% of our service revenue from emerging biotechnology companies. We believe that we have built a reputation as a strategic partner of choice for biotechnology and small- to mid-sized pharmaceutical companies as a result of our competitively differentiated platform and our long-term track record of serving these companies. We expect to benefit from growth in clinical development investment from these customers given the favorable capital raising environment in recent years. Our acquisition of RPS significantly expanded our relationships with large pharmaceutical companies, which represented 41% of our service revenue for the nine months ended September 30, 2014 and include all of the top 20 largest pharmaceutical companies. We believe we are well positioned to broaden our relationships and pursue strategic alliances with these large pharmaceutical companies due to our global presence, broad therapeutic expertise and flexible clinical development service offerings. Our Industry Industry Standard Research, or ISR, a market research firm, estimated in its "2014 CRO Market Size Projections" report that the size of the worldwide CRO market was approximately $22 billion in 2013 and will grow at an 8% compound annual growth rate, or CAGR, to $32 billion over the next five years. This growth will be driven by an increase in the amount of research and development, or R&D, expenditures and higher levels of clinical development outsourcing by biopharmaceutical companies. Increased R&D spending ISR estimates that R&D expenditures by biopharmaceutical companies was approximately $240 billion in 2013 and will grow at more than 2% per year over the next five years. Of this amount, approximately $99 billion was spent on development, including $70 billion on Phase I through IV clinical development. Growth drivers of R&D spending among biopharmaceutical companies include the need to replenish approximately $84 billion in lost revenues since 2012 resulting from the patent expirations of a large number of high-profile drugs and a robust capital raising environment among biotechnology companies in which over $26 billion has been raised in the first nine months of 2014. Higher outsourcing penetration ISR estimates that approximately 31% of Phase I through IV clinical development spend is outsourced to CROs, and that the level of penetration is expected to increase to approximately 43% by 2018. We believe this increase in outsourcing penetration is due to several factors, including the need to maximize R&D productivity, the increasing burden of clinical trial complexity, the desire to pursue simultaneous registration in multiple countries and strong growth in Phase II through Phase IV trials. Maximizing Productivity and Reducing Cost Productivity within the biopharmaceutical industry has declined over the past several years, while the cost of developing new drugs has increased significantly. We believe that the need for biopharmaceutical companies to maximize productivity and lower costs will cause them to look to CROs as partners that can improve efficiency and clinical success rates, and increase flexibility and speed across their clinical operations. Increasing Clinical Trial Complexity Over the last decade, the burden of clinical trial complexity has been increasingly difficult to manage due to requirements from regulatory authorities worldwide for greater amounts of clinical trial and safety data to support the approval of new drugs, and requirements for adherence to increasingly complex and diverse regulations and guidelines. To balance the conflicting demands of a growing market with the need to control R&D expenses, biopharmaceutical companies engage CROs to provide services designed to generate high quality and timely data in support of regulatory approvals of new drugs or the reformulations of existing drugs as well as support of post-approval regulatory requirements. PRA HEALTH SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 8731 (Primary Standard Industrial Classification Code Number) 46-3640387 (I.R.S. Employer Identification No.) PRA Health Sciences, Inc. 4130 ParkLake Avenue Suite 400 Raleigh, NC 27612 (919) 786-8200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Table of Contents Simultaneous Multi-Country Registration Given their desire to maximize efficiency and global market penetration to achieve higher potential returns on their R&D expenditures, biopharmaceutical companies are increasingly pursuing simultaneous, rather than sequential, regulatory new drug submissions and approvals in multiple countries. However, most biotechnology and small- to mid-sized pharmaceutical companies do not possess the capability or capacity to simultaneously conduct large-scale clinical trials in more than one country. Growth in Phase II through Phase IV Trials Biopharmaceutical companies are also devoting an increasing amount of resources to Phase II through IV trials. Complex late-stage trials, especially those in which sponsors seek to recruit patients with specific conditions on a global basis, are ideally suited for outsourcing to the select group of global CROs with expertise to execute these studies and access to industry leading investigators and trial sites globally. We believe the increase in the quantity and complexity of clinical trials exceeds the capacity and expertise of many biopharmaceutical companies, and is causing them to increasingly seek outsourced solutions. Our Competitive Strengths Global CRO platform We are one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. We are dedicated to the seamless execution of integrated clinical trials on multiple continents concurrently. We believe our global presence and scale are important differentiators as biopharmaceutical companies are increasingly focused on greater patient access for increasingly complex clinical trials and gaining regulatory approval for new products in multiple jurisdictions simultaneously. Broad and flexible service offering We believe that we are one of a select group of CROs capable of providing both traditional, project-based CRO services as well as embedded and functional outsourcing services. Our broad and flexible service offering allows us to meet the clinical research needs of a wide range of clients, from small biotechnology companies to large pharmaceutical companies. Through more than 30 years of experience, we have developed significant expertise executing complex drug development projects that span Phase I through Phase IV clinical trials. Therapeutic expertise in large segments of drug development Our therapeutic expertise encompasses areas that are among the largest in pharmaceutical development, including oncology, central nervous system, inflammation and infectious diseases. We have participated in more than 950 clinical trials in these key areas since 2005, accounting for a substantial majority of our total clinical trials during this period. Innovative approach to clinical trials using medical informatics We are committed to being an industry leader in developing global, scalable and sustainable solutions for our clients. We have invested in and acquired large databases of aggregated patient medical data, which we refer to as medical informatics, to better understand patient distribution and location. Our medical informatics suite includes physician, hospital and pharmacy databases that cover more than 280 million patient lives and approximately 10 billion patient and pharmacy claims in the United States. We believe our proprietary analysis and application of this data are key differentiators and allow us to identify more productive investigative sites and speed up overall patient enrollment, thereby decreasing drug development timelines. Attractive and diversified client base Over the past 30 years, we have performed services for more than 300 biotechnology and pharmaceutical clients. We believe we are one of a select group of global, large scale CROs with a long-term track record serving biotechnology and small- to mid-sized pharmaceutical companies, and believe that these companies represent an attractive growth opportunity. In addition, our acquisition of RPS significantly expanded our relationships with large pharmaceutical companies, which currently include all of the top 20 largest pharmaceutical companies. Colin Shannon President and Chief Executive Officer PRA Health Sciences, Inc. 4130 ParkLake Avenue Suite 400 Raleigh, NC 27612 (919) 786-8200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Table of Contents Innovative management team We are led by a dedicated and experienced executive management team that has an average of 20 years of experience across the global clinical research, pharmaceutical and life sciences industries. This team has been responsible for building our global platform, developing our advanced IT-enabled infrastructure and realizing our significant growth in revenue and earnings over the past five years. In addition, this team has been responsible for successfully integrating the RPS, CRI Lifetree and ClinStar acquisitions, as well as structuring and successfully executing our WuXi joint venture. Our Growth Strategy Leverage our strong market position within the biotechnology and small- to mid-sized pharmaceutical market We believe our long-term track record serving biotechnology and small- to mid-sized pharmaceutical companies has resulted in our earning a reputation as a strategic partner of choice for these companies. We intend to leverage our strong relationships with biotechnology and small- to mid-sized pharmaceutical companies to capture additional business from these companies. In particular we believe the CRO strategic alliances that have become prevalent with large pharmaceutical companies over the past several years will increasingly be utilized by biotechnology and small- to mid-sized pharmaceutical companies. We believe we are well positioned to take advantage of these opportunities. Build deeper and broader relationships with large pharmaceutical companies Large pharmaceutical companies have increasingly focused on partnering with multinational CROs that offer a wide array of global therapeutic and service capabilities. Our acquisition of RPS significantly increased the depth of our relationships with large pharmaceutical companies. We intend to expand these relationships beyond the Embedded Solutions provided through our Strategic Solutions offerings to include additional traditional, project-based clinical trial services. Expand our leading therapeutic expertise in existing and new areas We believe that our therapeutic expertise in all clinical phases of drug development is critical to the proper design and management of clinical trials and we intend to continue to capitalize on our strong market positions in several large therapeutic categories. We have established and will continue to refine our scientific and therapeutic business development initiatives, which link our organization to key clinical opinion leaders and medical informatics data to more effectively leverage therapeutic expertise throughout our client engagement. Specifically, we believe that oncology, central nervous system, inflammation and infectious diseases, which together represent the majority of all drug candidates currently in clinical development by biotechnology and pharmaceutical companies, will be significant drivers of our growth. Continue to realize financial synergies and strategic benefits from recent acquisitions We believe we will continue to realize financial synergies and strategic benefits from the acquisitions we have completed over the past two years, resulting in additional revenue growth and margin improvements. We have substantially completed the operational integration of these acquisitions, and are in the process of executing our strategy to eliminate redundancies in corporate and overhead functions and achieve cost efficiencies resulting from the scale of the combined business. We are also in the early stages of benefitting from revenue opportunities gained by cross-selling our full set of services to our existing and new customers. Pursue selective and complementary acquisition strategy We are a selectively acquisitive company focused on growing our core service offerings, therapeutic capabilities and geographic reach into areas of high market growth. We have acquired 16 companies since 1997 and have established programs to help us identify acquisition targets and integrate them successfully. Our acquisition strategy is driven by our comprehensive commitment to serve client needs and we are continuously assessing the market for potential opportunities. Copies to: Richard Fenyes, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Telecopy: (212) 455-2502 Marc Jaffe, Esq. Rachel Sheridan, Esq. Latham & Watkins LLP 885 3rd Avenue New York, NY 10022 Telephone: (212) 906-1200 Telecopy: (212) 751-4864 Table of Contents

parsed_sections/prospectus_summary/2014/CIK0001614106_american_prospectus_summary.txt

@@ -0,0 +1 @@
+Table of Contents13 SUMMARY OF FINANCIAL INFORMATION The following table sets forth summary financial information derived from our financial statements for the periods stated. The accompanying notes are an integral part of these financial statements and should be read in conjunction with the financial statements, related notes thereto and other financial information included elsewhere in this prospectus. We derived the balance sheet data and operating data for the years ended December 31, 2012and 2013 from our audited consolidated financial statements included elsewhere in this prospectus. The balance sheet data and operating data for the six months ended June 30, 2013 and 2014 have been derived from our unaudited financial statements included elsewhere in this prospectus. We have prepared the unaudited financial statements on the same basis as the audited consolidated financial statements and have included all adjustments, consisting only of normal recurring adjustments that, in our opinion, are necessary to state fairly the financial information set forth in those statements. Our historical results are not necessarily indicative of the results we expect in the future, and our interim results should not necessarily be considered indicative of results we expect for the full year or any other period. Balance Sheet Data: Year ended December 31, Six Months ended June 30 2012 2013 2014 Current assets $97 $91 $4,290 Total assets $97 $91 $4,290 Current liabilities $492 $1,675 $1,346 Total liabilities $492 $1,675 $1,346 Shareholders equity $(395) $(1,584) $2,944 Operating Data: From February 15, 2012 (inception) to For the year ending Six Months ended June 30, December 31, December 31, 2012 2013 2013 2014 Revenues — — — — Operating expenses $3,268 $8,027 $3,614 $11,313 Net loss $(3,268) $(8,027) $(3,614) $(11,313) Net loss per share per common share – basic and diluted $(0.00024) $(0.00023) $(0.00008) $(0.00015) Weighted average number of shares outstanding – basic and diluted 13,673,000 35,142,000 43,346,000 75,376,000 Table of Contents14 Important Information – No Required Minimum Amount of Shares Must be Sold There is no required minimum amount of Shares that must be sold in this offering. As a result, potential investors will not know how many Shares will ultimately be sold and the amount of proceeds we will receive from this offering. If we sell only a few Shares, potential investors may end up holding shares in a company that: has not received enough proceeds from the offering to start/sustain private equity operations; and has none, limited, volatile, and sporadic trading market for its common stock. This should be considered a substantial risk of investment, taken together with the "Risk Factors" section presented in this prospectus starting on page 16. Rule 419 – "Blank Check Company" We are not a "blank check company" as defined by Rule 419 of the Securities Act of 1933, as amended, and therefore the registration statement need not comply with the requirements of Rule 419. Rule 419 defines a "blank check company" as a company that: (1)is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (2)is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. We have a very specific business purpose and a bona fide plan of operations. Our business plan and purpose is to conduct private equity investment activities at the community level. Under our community-anchored private equity business model, we intend to own and hold properties, assets and investments that result in profit to our shareholders, but at the same time revitalize the community and reward the employees. We intend to achieve this objective by (1) acquiring, rehabilitating and reutilizing dilapidated or abandoned properties; (2) acquiring and restructuring troubled businesses; (3) socially conscious venture capital activities; (4) opportunistic private equity activities; (5) job-creating and community-empowering investments; and (6) general business-process-improvement through partnerships, mergers and acquisitions, (re)capitalizations and investments. On August 1, 2012, to cultivate the goodwill of local small businesses in Los Angeles, and gain better understanding about the challenges, opportunities, and limitations facing small businesses in the area, we started providing free business advisory to small and medium businesses across the County. As of June 30, 2014, we have not generated any revenue, but we anticipate generating revenue within the twelve months from the date we close this offering, assuming we are able to place a sufficient amount of this offering. We have identified three Los Angeles based aftermarket auto parts retail businesses which we have determined to fit our investment/acquisition criteria which will cost $197,000, $429,000 and $299,000 respectively, for a total of $925,000 in acquisition capital. We could acquire them simultaneously or one-at-a-time basis. Upon receipt of adequate funding from this offering we intend to (i) acquire the three auto parts businesses, (ii) restructure the businesses and synchronize their operations, (iii) find more troubled businesses to buy and restructure, and (iv) use the remaining cash to grow the businesses. In addition to the three aftermarket auto parts retail businesses identified above, we have also identified more than thirty-seven other such businesses that are listed for sale, which we believe fit our investment and acquisition criteria. However, we have not conducted any due diligence or entered into negotiations with the sellers of the roughly thirty-seven businesses. Table of Contents15 Moreover, there can be no assurance that we will be able to raise the capital necessary to acquire, own or hold these investments or businesses: (a) we intend to finance the acquisitions of identified three aftermarket auto parts retail businesses with the proceeds from this offering; (b) we have no additional sources or commitments to finance such acquisitions; (c) there is no guarantee that we will be able to obtain sufficient financing to acquire these businesses; (d) we have not entered into any agreements to acquire these three businesses; (e) even if we are able to raise capital through this offering, we may not be able to acquire the three auto parts businesses if the sellers change their mind about selling to us since we have no contract with the seller requiring them to sell the businesses to us; and (f) there is no guarantee that the sellers would still be willing to sell to us. Because we have not entered into any agreements or contracts to acquire these three businesses and in light of the fact that we currently has no sources of financing and no commitments for financing that would enable us to acquire the three auto parts businesses, there is no assurance that we would be able to acquire the businesses or that the sellers would wait for us to raise the necessary capital for the acquisition. Lastly, at this time and immediately after this offering, we do not have any plans or intentions to engage in a merger or acquisition with an unidentified company or companies or other entity or person. In addition to the three aftermarket auto parts retail businesses identified above, we have also identified more than thirty-seven other such businesses that are listed for sale, which we believe fit our investment and acquisition criteria. However, we have not conducted any due diligence or entered into negotiations with the sellers of the roughly thirty-seven businesses. Moreover, there can be no assurance that we will be able to raise the capital necessary to acquire, own or hold these investments or businesses. Although many of these businesses are sold as soon as they are listed on mergernetwork.com, new one get listed every week, thus, identifying the good ones to buy would not be difficult. Table of Contents16

parsed_sections/prospectus_summary/2014/CIK0001616817_metaldyne_prospectus_summary.txt

@@ -0,0 +1 @@
+The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all of the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus, including the risk factors, the financial statements and related notes thereto, and the other documents to which this prospectus refers before making an investment decision. Unless otherwise stated in this prospectus, references to MPG, the Company, we, our, us and similar terms refer to Metaldyne Performance Group Inc. and all of its subsidiaries, including HHI, Metaldyne and Grede and their respective direct and indirect subsidiaries. References to Metaldyne and Grede are for periods subsequent to their acquisitions by American Securities unless otherwise stated in this prospectus. See Certain Terms on page iii for certain industry terms used to describe our business. Overview We are a leading provider of highly-engineered components for use in Powertrain and Safety-Critical Platforms for the global light, commercial and industrial vehicle markets. We produce these components using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. Our components help OEMs meet fuel economy, performance and safety standards. Given these increasingly stringent standards, components for Powertrain and Safety-Critical Platforms are among the largest and fastest growing dollar content categories within a vehicle. At least one of our components was found in approximately 90% of the 16.2 million light vehicles built in North America during 2013. Furthermore, our components were found on over 60% of the top 20 engine and transmission Platform total units produced in North America and Europe during 2013. Our metal-forming manufacturing technologies and processes include Aluminum Die Casting, Forging, Iron Casting and Powder Metal Forming as well as Advanced Machining and Assembly. These technologies and processes are used to create a wide range of customized Powertrain and Safety-Critical components that address requirements for power density (increased component strength to weight ratio), power generation, power / torque transfer, strength and NVH. For 2013, we generated on a pro forma basis: Net sales of $3.05 billion; Adjusted EBITDA of $508.8 million, or 17% of net sales; Net income of $66.5 million; and Adjusted EBITDA less capital expenditures, which we refer to as Adjusted Free Cash Flow, of $347.1 million. Our net sales, Adjusted EBITDA, net income and Adjusted Free Cash Flow were $2.0 billion, $363.1 million, $57.9 million and $240.8 million, respectively, for 2013. We define, reconcile and explain the importance of Adjusted EBITDA and Adjusted Free Cash Flow, non-GAAP financial measures, in Summary Historical Financial and Other Data. In addition, see Unaudited Pro Forma Financial Data for additional information about our pro forma adjustments, including the impact of the Grede acquisition. Table of Contents The information in this preliminary prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion Preliminary Prospectus dated December 4, 2014 PROSPECTUS 15,384,615 Shares Metaldyne Performance Group Inc. Common Stock This is the initial public offering of Metaldyne Performance Group Inc. The selling stockholder identified in this prospectus is selling all of the shares of our common stock in this offering. We will not receive any proceeds from the sale of shares to be offered in this offering. We expect the public offering price to be between $18.00 and $21.00 per share. Currently, no public market exists for the shares. After pricing the offering, we expect that the shares will trade on the New York Stock Exchange under the symbol MPG. Investing in the common stock involves risks that are described in the Risk Factors section beginning on page 23 of this prospectus. Per Share Total Public offering price $ $ Underwriting discount (1) $ $ Proceeds, before expenses, to the selling stockholder $ $ (1) The underwriters will receive compensation in addition to the underwriting discount. See Underwriting. The underwriters may also exercise their option to purchase up to an additional 2,307,692 shares from the selling stockholder, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares will be ready for delivery on or about , 2014. BofA Merrill Lynch Goldman, Sachs & Co. Deutsche Bank Securities Barclays Credit Suisse RBC Capital Markets Baird KeyBanc Capital Markets Nomura The date of this prospectus is , 2014. Table of Contents This prospectus presents HHI as the predecessor to MPG. HHI was acquired by a wholly-owned subsidiary of certain private equity funds affiliated with American Securities LLC (together with its affiliates, American Securities ) and certain members of HHI management on October 5, 2012. Metaldyne was acquired by American Securities and certain members of Metaldyne management on December 18, 2012. The period from January 1, 2011 to October 5, 2012 is referred to as the Predecessor Period and the period from October 6, 2012 to September 28, 2014 is referred to as the Successor Period. The period from October 6, 2012 to December 31, 2012 is referred to as Successor Period 2012 and the period from January 1, 2012 to October 5, 2012 is referred to as Predecessor Period 2012. Grede was acquired by a wholly-owned subsidiary of American Securities and certain members of Grede management on June 2, 2014. The following timeline illustrates the periods for which financial information for HHI, Metaldyne and Grede are included in this prospectus. This prospectus includes: audited consolidated balance sheets of MPG as of December 31, 2013 and 2012 and audited consolidated statements of operations, comprehensive income (loss), stockholders equity (deficit) and cash flows of MPG for the year ended December 31, 2013, the periods from October 6, 2012 to December 31, 2012 and for MPG s predecessor from January 1, 2012 to October 5, 2012 and the year ended December 31, 2011; unaudited condensed consolidated balance sheets of MPG as of September 28, 2014 and December 31, 2013 and unaudited condensed consolidated statements of operations, comprehensive income (loss), stockholders equity (deficit) and cash flows of MPG for the nine month periods ended September 28, 2014 and September 29, 2013; in accordance with Rule 3-05 of Regulation S-X, audited consolidated statements of operations, comprehensive income, stockholders equity (deficit) and cash flows of MD Investors Corporation, Metaldyne s subsidiary, for the 352-day period ended December 17, 2012 and for the year ended December 31, 2011; in accordance with Rule 3-05 of Regulation S-X, Grede Holdings LLC s audited consolidated statements of financial position as of December 29, 2013 and December 30, 2012 and audited consolidated statements of operations, comprehensive income, members equity (deficit) and cash flows for the years ended December 29, 2013, December 30, 2012 and January 1, 2012; unaudited condensed consolidated statements of financial position and members equity (deficit) of Grede Holdings LLC, Grede s subsidiary, as of March 30, 2014 and December 29, 2013 and unaudited condensed consolidated statements of operations, comprehensive income and cash flows of Grede Holdings LLC for the three month periods ended March 30, 2014 and March 31, 2013; and Table of Contents The charts below highlight our pro forma net sales for the year ended December 31, 2013 by segments, vehicle applications and end-markets. Segments Vehicle Applications End-Markets Our portfolio of manufacturing capabilities in 11 countries provides us with a flexible and close-to-customer manufacturing footprint that would be difficult to replicate. We believe the magnitude of the investment and the length of time required to open facilities, acquire equipment and navigate environmental permitting processes provide significant economic and practical barriers to entry for new competitors. We believe additional barriers are created by the broad engineering, technical and manufacturing know-how within our global employee base and our demonstrated ability to produce our components within our customers stringent performance and delivery requirements. Moreover, during 2008 and 2009, a significant amount of the automotive Forging capacity was removed from the North American market. In addition, according to The American Foundry Society, an estimated 1 million tons, representing over 10% of iron casting capacity and 36 iron metal casters, exited the North American market from 2007 to 2010. We believe the reduced industry capacity provides us with growth opportunities given our relevant expertise and existing footprint. The following table provides a summary of our pro forma net sales for the year ended December 31, 2013 by metal-forming manufacturing technologies and value-added processes and their representative applications. Portfolio of Manufacturing Technologies and Value-Added Processes Vehicle Applications 2013 Pro Forma Net Sales (In millions) Advanced Machining and Assembly Improving form, finish and function of components, and the assembly of multiple components into a ready-to-install module Engine, Driveline, Transmission, Brake, Chassis and Suspension $ 600 Aluminum Die Casting Injecting molten aluminum under pressure into a solid mold Transmission $ 60 Cold and Warm Forging and Related Machining Forging at room temperature and below 950 degrees Celsius, respectively Engine, Driveline, Transmission $ 306 Ductile Iron Casting and Related Machining Pouring molten ductile iron into a mold to produce components Driveline, Brake, Chassis and Suspension $ 841 Grey Iron Casting and Related Machining Pouring molten grey iron into a mold to produce components Engine, Driveline, Transmission $ 148 Hot Forging and Related Machining Forging at temperatures above 1,200 degrees Celsius Engine, Driveline, Transmission, Brake, Chassis and Suspension $ 474 Powder Metal Forming and Related Machining Compacting metal powder in a mold, followed by heating the shaped component to just below the metal powder s melting point to form complex Net Formed components Engine, Driveline, Transmission $ 429 Rubber and Viscous Dampening Assemblies Advanced rubber-to-metal bonded or silicone filled assemblies that reduce, restrict or prevent oscillations, torsion and bending in vehicle engines Engine $ 195 Table of Contents Table of Contents pro forma financial information as of September 28, 2014 and for the nine months ended September 28, 2014 and the year ended December 31, 2013 after giving effect to the Grede Transaction, the Combination, the Refinancing (the Grede Transaction and the Refinancing as defined in Summary Company Organization and History ), the elimination of certain sponsor management fees and this offering. We operate on a 13 week fiscal quarter which ends on the Sunday nearest to March 31, June 30 or September 30, as applicable. Our fiscal year ends on December 31. Further, prior to the Grede Transaction, Grede operated on a 52 or 53 week fiscal year which ends on the Sunday nearest to December 31. After the Grede Transaction, Grede s fiscal year end will conform to our fiscal year end. Certain Terms We use the following industry terms in describing our business in this prospectus: Advanced Machining and Assembly: Value-added precision machining to improve form, finish and function of components, and the assembly of multiple components into a ready-to-install module. Aluminum Die Casting: A casting process where molten aluminum is injected under pressure into a solid mold to create a complex formed component. Forging: The shaping of metal by a number of processes, including pressing and forming, typically classified according to temperature (cold, warm or hot). Iron Casting: A manufacturing process by which molten iron (ductile or grey) is poured into a mold to produce components with complex dimensions. Net Formed: A manufacturing technique which allows production of the component at or very close to the final (net) shape, reducing or eliminating scrap material and the need for surface finishing. NVH: The noise, vibration and harshness characteristics of vehicles, particularly cars and trucks, which vehicle design engineers seek to reduce. OEMs: Original equipment manufacturers. Powder Metal Forming: The process of compacting metal powder in a mold, followed by heating the shaped component to just below the metal powder s melting point to form complex Net Formed components. Powertrain: Components of the vehicle that generate power and transfer it to the road surface, typically including the engine, transmission and driveline. Rubber and Viscous Dampening Assemblies: Advanced rubber-to-metal bonded or silicone filled assemblies that reduce, restrict or prevent oscillations, torsion and bending in vehicle engines, thereby improving NVH characteristics. Safety-Critical: Components that assist in the control and stability of a vehicle in motion and are fundamental to performance and safety. These components typically include chassis, suspension, steering and brake components. Tier I suppliers: Suppliers of components and assemblies that are sold directly to OEMs. Table of Contents Our geographic and direct customer mix based on pro forma net sales for the year ended December 31, 2013 are highlighted in the charts below. Geography Direct Customer We have strong and longstanding relationships with our customers; the relationships with our top five customers average more than 15 years. Once embedded in a Program, our products are difficult to displace due to the high costs and long lead times associated with re-engineering and revalidation, tooling development, and the use of sophisticated materials in an exacting manufacturing process. We are the sole-sourced provider for substantially all products that we manufacture for a Program, and we typically supply our customers for the life of the Program, which can exceed 10 years. This provides us with significant revenue visibility. Our Industry We primarily serve the 84.7 million unit global light vehicle and the approximately 728,000 unit North American commercial and industrial vehicle and equipment end-markets with a focus on components for Powertrain and Safety-Critical applications. Demand in these end-markets, and therefore, our products, is driven by consumer preferences, regulatory requirements (particularly related to fuel economy and safety standards) and macro-economic factors. Powertrain: Consists of the engine, transmission and driveline categories of the vehicle which generate, manage and transfer power / torque from the engine to the road s surface. OEMs continue to focus on improving fuel efficiency and reducing emissions in order to meet consumer preferences and increasingly stringent regulatory requirements. As a result, OEMs and suppliers are developing products in an effort to significantly improve vehicle performance to meet these standards. Safety-Critical: Consists of categories such as chassis, suspension, steering and brake components. OEMs continue to focus on improving occupant safety in order to meet consumer preferences and increasingly stringent safety-related regulatory requirements. As a result, suppliers are developing stronger, higher performing content for OEMs that may be mandated by government regulators or added voluntarily to differentiate a vehicle from its competitors. We anticipate that the following emerging trends in the global end-markets for these components will create growth and opportunity for suppliers. Table of Contents We use the following industry terms in this prospectus to describe our products and how they are organized and sourced in our industry: Platform: A shared set of common design, engineering, and production efforts over a number of Vehicle Nameplates or Powertrains with common architecture (e.g. BMW NGB, Ford Duratec35). Program: Manufacturing and development of certain automobile components including engines, transmissions and brake components (e.g. BMW B38 A15, Ford 6R80W). Vehicle Nameplate: A specific vehicle model built within a Platform for a vehicle OEM (e.g. BMW 335i, Ford F-150). Illustrative examples of these terms are set forth below: Trademarks and Trade Names We own or have the rights to use various trademarks, service marks and trade names referred to in this prospectus. Solely for convenience, we refer to trademarks, service marks and trade names in this prospectus without the , SM and symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks, service marks and trade names. Other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners. Market and Industry Information Market and industry data used throughout this prospectus, including information relating to our relative position in the vehicle components industry, is based on the good faith estimates of our management, which in turn are based upon our management s review of internal surveys, surveys commissioned by us, independent industry surveys and publications and other publicly available information prepared by third parties, including publicly available information prepared by IHS Inc. ( IHS ), Americas Commercial Transportation Research ( ACT Research ), Yengst Associates, LMC Automotive US, Inc. ( LMC Automotive ), FTR Transportation Intelligence ( FTR ), International Council on Clean Transportation (Washington, DC) ( ICCT ), McKinsey & Company ( McKinsey ) and The American Foundry Society. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters have independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which in part is derived from management s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Risk Factors, Forward-Looking Statements and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. Table of Contents Growth in Vehicle End-Markets The table below illustrates historical and projected light vehicle production. Units Total Growth 2013A 2016E Units % (In millions) Global Light Vehicle 84.7 93.7 9.0 10.6 North American Light Vehicle 16.2 17.9 1.7 10.7 Europe Light Vehicle 19.5 20.8 1.3 6.5 Asia Light Vehicle 43.0 48.8 5.8 13.5 Source: IHS as of November 2014. The table below illustrates historical and projected commercial vehicle, construction equipment and agricultural equipment production. Units Total Growth 2013A 2016E Units % (In thousands) North American Commercial Vehicle Medium and Heavy Duty Trucks 444.0 498.8 54.8 12.3 North American Construction Equipment 179.2 240.6 61.4 34.3 North American Agricultural Equipment 105.0 133.5 28.5 27.1 Source: Yengst Associates as of November 2014. ACT Research and FTR as of November 2014. As shown above, each of the major global light vehicle markets and the North American commercial vehicle and construction and agricultural equipment markets we serve is forecasted to increase total units sold through 2016. Trends Enhancing Demand for Powertrain and Safety-Critical Components Demand for vehicle components is a function of the number of vehicles produced and trends in content per vehicle for specific component categories. These variables are driven by consumer preferences and regulatory requirements, particularly related to fuel economy and safety standards. OEMs continue to source vehicle components that improve fuel economy and safety in order to meet increasingly stringent regulatory requirements around the world. In particular, the cost of failure in Powertrain and Safety-Critical applications is very high relative to the underlying component costs, and customers seek proven and reliable Powertrain and Safety-Critical component suppliers. McKinsey forecasts that Powertrain and Safety-Critical applications will account for 68% of total growth in component costs between 2010 and 2020. To meet global emission requirements, OEMs utilize a variety of strategies, including increasing energy efficiency, changing engine and transmission types, using lighter weight materials, electrification and improved aerodynamics. For example, LMC Automotive forecasts increased production of light vehicles will create demand for more efficient engines and higher speed transmissions for use in North America. Vehicle safety regulations continue to tighten, resulting in increased demand for high quality and high strength components for Safety-Critical applications such as brake components, steering knuckles and control arms. These components must be able to bend or twist without breaking while remaining cost competitive. We believe these trends provide growth opportunities for Powertrain and Safety-Critical component suppliers. Table of Contents Favorable Supply and Demand Dynamics During 2008 and 2009, a significant amount of the automotive Forging capacity was removed from the North American market. According to The American Foundry Society, an estimated 1 million tons, representing over 10% of iron casting capacity and 36 iron metal casters, exited the North American market from 2007 to 2010. In addition, the number of automotive components suppliers for Powertrain and Safety-Critical systems declined significantly during 2008 and 2009. The magnitude of the investment and the length of time required to open facilities, acquire equipment and navigate environmental permitting processes provide significant economic and practical barriers to entry for new competitors. Additionally, in other process technology categories such as Powder Metal Forming, we believe that while capacity has not changed materially, demand and the number of vehicle applications has increased substantially. Powder Metal Forming technology is being utilized in a higher number of Powertrain applications due to its Net Formed capabilities, which significantly reduces waste compared to other technologies. These supply and demand dynamics are expected to continue to provide growth opportunities for those companies with existing asset bases, technical know-how, global footprints and relevant metal-forming expertise. Consolidation of Global Platforms and Localization of Sourcing by OEMs Light vehicle OEMs are increasingly consolidating vehicle engine and transmission designs across Platforms with localized sourcing to improve supply chain efficiency, reduce unit cost and increase profitability. In engine and transmission, OEMs differentiate on the basis of power and torque delivery, overall performance, reliability and fuel economy. OEMs have reduced their engine architectures globally into high volume engine families because these differentiating attributes require significant investment and many years of research and development. These engine families are now utilized across an increasing number of Vehicle Nameplates and are typically used for seven years or longer. OEMs require suppliers to have robust engineering and product development expertise to optimize performance, profitability and overall cost. Furthermore, given the need to adapt to variations in regional markets and mitigate transportation and production risks, OEMs seek suppliers with manufacturing and product launch expertise near OEM locations. Our Competitive Strengths We believe we benefit from the following competitive strengths: Market Leader with a Broad Portfolio of Metal-Forming Manufacturing Technologies and Processes We are a leading provider of highly-engineered components used in Powertrain and Safety-Critical Platforms for the global light vehicle, commercial and industrial vehicle markets. We generated approximately 44% of our pro forma net sales in the growing engine and transmission categories. Our broad portfolio of metal-forming manufacturing technologies and process expertise is used in a wide range of highly-engineered and complex components, including engine connecting rods, balance shaft modules, turbo-charger housings; transmission gears, shafts and valve bodies; brake components; and wheel and axle components. At least one of our components was found on approximately 90% of the 16.2 million light vehicles built in North America in 2013, including all of the top 20 selling Platforms. Furthermore, our components were found on over 60% of the top 20 engine and transmission Platform total units produced in North America and Europe during 2013. Focus on High Growth Product Categories We provide a diverse range of metal-formed components used in key vehicle applications where power generation, power / torque transfer, strength and NVH are essential to performance, fuel economy and safety. Our broad product portfolio focuses on Powertrain and Safety-Critical applications, components which are Table of Contents among the largest and fastest growing dollar content categories within the vehicle. These product categories are expected to continue to grow in excess of broader vehicle production volume due to OEMs use of advanced engine and transmission technologies to meet increasingly stringent fuel economy and safety regulations. We believe we are well positioned to drive profitable sales growth by leveraging our core technologies, proven processes and strong customer relationships to capitalize on the positive secular and global market trends impacting Powertrain and Safety-Critical applications. Difficult to Replicate Global Manufacturing Footprint Our broad portfolio of global manufacturing assets provides us with a flexible and close-to-customer footprint that is difficult to replicate and creates substantial barriers to entry. Furthermore, our sophisticated engineering, technical and manufacturing teams bring decades of product and operations know-how to efficiently manufacture our products within the demanding performance and delivery requirements of our customers. Our worldwide manufacturing base includes 56 production facilities in 11 countries. Our broad portfolio of Advanced Machining and Assembly, Aluminum Die Casting, Forging, Iron Casting and Powder Metal Forming facilities gives us flexibility to produce complex, highly-engineered products on either a high or low volume basis. Diversified and Long-Term Blue-Chip Customer Base We have strong and longstanding relationships with leading global OEMs and Tier I suppliers, including Ford Motor Company ( Ford ), General Motors Company ( General Motors ), ZF Friedrichshafen AG ( ZF ), Toyota Motor Company ( Toyota ), Deere & Company ( Deere ) and Daimler Trucks North America LLC ( Daimler Trucks ). Our relationships with our five largest customers average more than 15 years. We believe these long-tenured relationships are the result of our ability to align with our customers to help them meet the industry s increasingly stringent fuel economy, performance and safety standards. We are the sole-sourced provider for substantially all products we manufacture for a Program, and we typically supply our customers for the life of the Program, which can exceed 10 years. This provides us with significant revenue visibility. Once embedded in a Program, our products are difficult for competitors to displace due to the high costs and long lead times associated with re-engineering and revalidation, tooling development and the use of sophisticated materials in an exacting manufacturing process. Technology and Manufacturing Leadership with Advanced Engineering and Demonstrated Launch Capabilities We develop high quality, cost-effective solutions through our process expertise and our collaborative working relationships with our customers. In 2013, we successfully launched over 490 customized products for our customers across our global manufacturing base in 11 countries. Our launches and product and process development are supported by over 400 degreed engineers that use leading edge Computer Aided Design ( CAD ), Finite Element Analysis ( FEA ) and modeling and simulation tools to provide the design capabilities required by our customers. In addition to our core engineering talent, the success of our global product development and launch capability is supported by our entire workforce. Culture of Continuous Improvement We are committed to continuous improvement across our global operations and seek to generate ongoing efficiencies and cost savings while adhering to high standards of quality, safety and environmental compliance. Our manufacturing disciplines have a high level of conformity across sites, with a focus on sharing best practices, setting and measuring goals and monitoring key production indicators. Our culture of continuous improvement allows for product and process improvements throughout all of our operations, which have historically generated significant cost savings and increased efficiencies. Table of Contents This culture of continuous improvement has led to our customers recognition of our technical capabilities, on-time delivery and quality performance. Over the past three years, we have received over 50 awards, and recently, Metaldyne received the 2013 GM Supplier of the Year Powertrain Division Award, HHI received the 2013 Toyota Excellent Quality Performance Award and Grede received the 2013 Honda Excellence in Quality Award. Strong Financial Profile with Focus on Cash Flow Generation In 2013, we generated pro forma Adjusted EBITDA margin of 17% and pro forma Adjusted Free Cash Flow of $347.1 million. Our Adjusted EBITDA margin was 18% and our Adjusted Free Cash Flow was $240.8 million in 2013. Our attractive financial performance with strong cash flow generation is a result of our: focus on Powertrain and Safety-Critical applications; flexible, highly-variable cost structure; culture of continuous improvement; and disciplined capital investment philosophy. We seek volume and pricing terms in our customer contracts based on generating sustainably attractive returns on invested capital and strong margins. We consistently evaluate our business portfolio and prioritize capital investment to optimize margins and overall returns. Experienced and Entrepreneurial Management Team Our management consists of an accomplished team with a history of generating attractive returns, accelerating growth, implementing operational productivity improvement plans and integrating businesses. Our senior leadership team is comprised of four executives who have over 110 years of combined relevant industry experience, and have established an entrepreneurial spirit and accountability throughout our company. Our senior leadership along with several levels of our management team has successfully led the identification, due diligence and integration of 15 strategic acquisitions over the past 10 years to support our global growth, further develop core competencies and expand manufacturing capabilities. Our management team also has extensive experience revitalizing businesses through cost management, plant rationalization and focusing product portfolios to improve revenues, expand margins and diversify end-markets and geographical presence. We have historically increased margins, cash flow and liquidity under the leadership of our management team. Our Strategy Our goal is to enhance our position as an industry leader in complex metal-formed components in Powertrain and Safety-Critical applications. The key elements of our strategy to achieve our goal are: Capture Expected Growth in Powertrain and Safety-Critical Components We will continue to develop customized and innovative products, technologies and processes to assist OEMs to meet increasingly stringent fuel efficiency, safety and performance standards. We believe our strong capabilities in metal-forming manufacturing technologies and value-added processes, highly trained personnel and broad portfolio of manufacturing assets will enable us to capture expected growth in Powertrain and Safety-Critical components, which are experiencing growth in excess of vehicle production volumes due to the trends in fuel economy and safety regulations. Table of Contents Deliver Strong Profitability and Cash Flow Generation We intend to maintain our financial discipline, and are focused on future Adjusted EBITDA growth, cash flow generation and return on invested capital. This culture is supported by our highly-variable cost structure and flexible capacity enabling us to manage our operations and costs to meet changing market conditions. We maintain raw material price pass-through arrangements with customers on substantially all of our products to reduce our exposure to raw material price fluctuations. We will continue to employ a disciplined approach to capital investment, focusing on projects with the most attractive rates of return. We believe our approach to new business opportunities, flexibility, highly-variable cost structure, culture of continuous improvement and disciplined capital investment philosophy positions us for strong growth, improved efficiencies and attractive margins in the future. Capitalize on Global Scale and Capabilities We will continue to support our global OEM and Tier I supplier customers with our close-to-customer footprint, global engineering and product launch capabilities. OEMs are increasingly standardizing engine and transmission designs to facilitate sharing across multiple Platforms and in some cases across different geographic regions. Our global customer base and manufacturing footprint also diversifies our revenue across various end-markets, geographies and industry cycles. We plan to continue to build our presence outside of North America, particularly in China, Mexico and Eastern Europe, where we have existing operations and are experiencing increased customer demand. Take Advantage of Cross-Sell and Other Opportunities We intend to cross-sell products and optimize capacity across our consolidated portfolio. As more of our customers adopt external value-added strategies, we believe that we are well positioned to capture this additional growth. We believe that we will continue to generate additional revenue and increase our value-added content by applying our core technologies and processes across our combined product offerings. We intend to leverage our combined manufacturing footprint across four continents and our technical and commercial centers in North America, Europe and Asia. For example, HHI s hot Forging product offerings are primarily located in North America. With Metaldyne s global footprint and in-country know-how, we believe we can expand HHI s product offering globally and capture additional market opportunities that were unavailable to HHI on a stand-alone basis. Further, Grede s strong customer relationships outside of the light vehicle market provide HHI and Metaldyne access to blue-chip industrial equipment and heavy truck customers such as Deere, Caterpillar Inc. ( Caterpillar ) and Daimler Trucks (Freightliner, Western Star). In addition, through a coordinated approach on new Program opportunities and by accessing our broad portfolio of manufacturing technologies, customer relationships, global footprint and engineering expertise, we believe we will win incremental new business. We also expect to realize savings by pursuing selective vertical integration opportunities, taking advantage of our increased scale and certain cost synergy initiatives. Pursue Selected Acquisitions and Strategic Alliances We intend to opportunistically leverage our experience in identifying, acquiring and integrating acquisitions that allow us to grow globally, enhance our product portfolio and technologies, further diversify our customer base and generate synergies. While we have no present commitments or agreements to enter into any such acquisitions, we believe there are numerous attractive opportunities given the large number of complementary businesses in the industry, further supplier consolidation trends and a large number of private equity owned companies in the industry. We may also seek strategic alliances which allow us to pursue new opportunities with greater flexibility and lower capital at risk as well as provide us with access to new technologies, products and markets. Table of Contents Company Organization and History The reorganization of HHI, Metaldyne and Grede occurred on August 4, 2014 through the mergers of three separate wholly-owned merger subsidiaries of MPG. A brief summary of the history of each of HHI, Metaldyne and Grede follows: HHI was formed in 2005 and, from 2005 through 2009, completed the strategic acquisitions of Impact Forge Group, LLC and Cloyes Gear and Products, Inc. and, following a 363 U.S. Bankruptcy Court supervised sale process, acquired certain assets and assumed specified liabilities from FormTech LLC, Jernberg Holdings, LLC and Delphi Automotive PLC s wheel bearing operations. HHI was acquired by American Securities and certain members of HHI management on October 5, 2012 (the HHI Transaction ). Metaldyne was formed in 2009 as a new entity to acquire certain assets and assume specified liabilities from the former Metaldyne Corporation ( Oldco M Corporation ) following a 363 U.S. Bankruptcy Court supervised sale process. Oldco M Corporation was previously formed when MascoTech, Inc., a then-publicly traded company, was taken private and acquired Simpson Industries, Inc., another then-public company. Metaldyne was acquired by American Securities and certain members of Metaldyne management on December 18, 2012 (the Metaldyne Transaction ). Grede was formed in 2010 through a combination of the assets of the former Grede Foundries, Inc. and Citation Corporation, following a 363 U.S. Bankruptcy Court supervised sale process. Subsequently, Grede acquired Foseco-Morval Inc., GTL Precision Patterns Inc., Paxton-Mitchell Corporation, Virginia Castings Industries LLC, Teknik, S.A. de C.V. and Novocast, S.A. de C.V. and established a global alliance with Georg Fischer Automotive AG (Europe / China). Grede was acquired by American Securities and certain members of Grede management on June 2, 2014 (the Grede Transaction ). The following chart illustrates our simplified ownership structure after the Combination and immediately prior to this offering: Table of Contents The Refinancing On October 20, 2014, MPG Holdco I Inc., our wholly owned subsidiary ( MPG Holdco ), entered into a senior secured credit facility (the Senior Credit Facilities ) in the aggregate amount of $1,600.0 million. The Senior Credit Facilities provide for (i) a seven-year $1,350.0 million term loan facility (the Term Loan Facility ) and (ii) a five-year $250.0 million revolving credit facility (the Revolving Credit Facility ). The Senior Credit Facilities are guaranteed by MPG and substantially all of our existing and future domestic restricted subsidiaries and are secured by substantially all of our and the guarantors assets on a first lien basis, subject, in each case, to certain limitations. On October 20, 2014, MPG Holdco also entered into an indenture pursuant to which it issued $600.0 million aggregate principal amount of its 7.375% Senior Notes due 2022 (the Senior Notes ). The Senior Notes rank pari passu in right of payment with the Senior Credit Facilities, but are effectively subordinated to the Senior Credit Facilities to the extent of the value of the assets securing such indebtedness. For further information on the Senior Credit Facilities, see Description of Other Indebtedness Senior Credit Facilities. The net proceeds of the Senior Notes and the borrowings under the Senior Credit Facilities, together with cash on hand, were used to prepay all amounts outstanding under each of HHI, Metaldyne and Grede s existing senior secured credit facilities as described below: HHI s senior secured credit facility consisting of (i) term loans in an original aggregate principal amount of $735.0 million ( HHI Term Loans ) and (ii) a $75.0 million revolving credit facility ( HHI Revolver and together with the HHI Term Loans, the HHI Credit Facilities ); Metaldyne s senior secured credit facility consisting of (i) a U.S. dollar term loan in an original aggregate principal amount of $537.0 million, (ii) a Euro denominated term loan in an original aggregate principal amount of 100.0 million ( Metaldyne Term Loans ) and (iii) a $75.0 million revolving credit facility ( Metaldyne Revolver and together with the Metaldyne Term Loans, the Metaldyne Credit Facilities ); and Grede s senior secured credit facility consisting of (i) term loans in an original aggregate principal amount of $600.0 million ( Grede Term Loans ) and (ii) a $75.0 million revolving credit facility ( Grede Revolver and together with the Grede Term Loans, the Grede Credit Facilities ). We refer to the HHI Credit Facilities, the Metaldyne Credit Facilities and the Grede Credit Facilities as the existing senior secured credit facilities. Collectively, we refer to the refinancing transactions described above and the payment of fees and expenses related to the foregoing as the Refinancing in this prospectus. Our Principal Stockholders Immediately following the closing of this offering, American Securities is expected to own approximately 72.7% of our outstanding common stock, or 69.2% if the underwriters exercise their option to purchase additional shares in full from the selling stockholder. As a result, American Securities will be able to exert significant voting influence over fundamental and significant corporate matters and transactions. See Risk Factors Risks Related to Our Company and Our Organizational Structure and Principal and Selling Stockholder. American Securities may acquire or hold interests that compete directly with us, or may pursue acquisition opportunities which are complementary to our business, making such an acquisition unavailable to us. Our amended and restated certificate of incorporation will contain provisions renouncing any interest or expectancy held by our directors affiliated with American Securities in certain corporate opportunities. For further information, see Risk Factors Risks Related to Our Company and Our Organizational Structure. Table of Contents Headquartered in New York with an office in Shanghai, American Securities is a leading U.S. middle-market private equity firm that invests in market-leading North American companies. American Securities now has approximately $10 billion of assets under management and is investing from its sixth fund. The firm traces its roots to the family office founded in 1947 by William Rosenwald to invest and manage his share of the Sears, Roebuck & Co. fortune. American Securities focuses its core investments in the industrial sector including, general industrial, aerospace and defense, agriculture, environmental, automotive, recycling paper and packaging, power and energy, and specialty chemicals. American Securities has a strong understanding of our business and close relationships with the existing management. American Securities has a proven track record of successfully working with management teams to develop and implement strategies for sustained profitability. Risks Affecting Our Business Investing in our common stock involves substantial risk. Before participating in this offering, you should carefully consider all of the information in this prospectus, including risks discussed in Risk Factors beginning on page 23. Some of our most significant risks are: volatility in the global economy impacting demand for new vehicles and our products; a decline in vehicle production levels, particularly with respect to Platforms for which we are a significant supplier, or the financial distress of any of our major customers; our dependence on large-volume customers for current and future sales; our inability to realize all of the sales expected from awarded business or fully recover pre-production costs; our inability to realize revenue expected from incremental business backlog; a reduction in outsourcing by our customers, the loss of material production or Programs, or a failure to secure sufficient alternative Programs; our significant competition; our failure to offset continuing pressure from our customers to reduce our prices; our failure to maintain our cost structure; potential significant costs at our facility in Sandusky, Ohio; disruption from the Combination of our operations and diversion of management s attention; and our limited history of working as a single company and the inability to successfully integrate HHI, Metaldyne and Grede. Corporate Information We are a Delaware corporation. MPG was incorporated on June 9, 2014. Our principal executive offices are located at 47659 Halyard Drive, Plymouth, MI 48170. Our telephone number at our principal executive offices is (734) 207-6200. Our corporate website is www.metaldyneperformancegroup.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus. Table of Contents The Offering Common stock offered by the selling stockholder 15,384,615 shares (17,692,307 shares if the underwriters exercise their option to purchase additional shares in full) Selling stockholder The selling stockholder in this offering is an affiliate of American Securities. See Principal and Selling Stockholder. Common stock to be outstanding after this offering 67,073,255 shares Option to purchase additional shares of common stock The underwriters have the option to purchase up to an additional 2,307,692 shares of common stock from the selling stockholder identified in this prospectus. The underwriters can exercise this option at any time within 30 days from the date of this prospectus. Use of proceeds We will not receive any net proceeds from the sale of shares by the selling stockholder, including with respect to the underwriters option to purchase additional shares from the selling stockholder. See Use of Proceeds for additional information. Dividend policy After the completion of this offering, we intend to pay cash dividends on our common stock, subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant. Future agreements may also limit our ability to pay dividends. See Dividend Policy and Description of Certain Indebtedness. Voting rights Each share of our common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally. See Description of Capital Stock.