As filed with the Securities and Exchange Commission on December 14, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AFFYMAX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 77-0579396 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
4001 Miranda Avenue
Palo Alto, CA 94304
(650) 812-8700
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Arlene M. Morris
President and Chief Executive Officer
4001 Miranda Avenue
Palo Alto, CA 94304
(650) 812-8700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
| Laura A. Berezin, Esq. Barbara A. Kosacz, Esq. Cooley Godward Kronish LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306-2155 (650) 843-5000 |
Bruce K. Dallas, Esq. Davis Polk & Wardwell 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 |
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ý 333-136125
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
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 $.001 per share | 230,000(1) | $25.00 | $5,750,000.00 | $615.25 | ||||
This registration statement relates to the Registration Statement on Form S-1, Securities and Exchange Commission File No. 333-136125 (the "Prior Registration Statement") and is filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and Instruction V to Form S-1, solely to increase the number of shares of the Registrant's common stock registered under the Prior Registration Statement by 230,000 shares. The contents of the Prior Registration Statement are hereby incorporated by reference.
The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission's account at Mellon Bank as soon as practicable (but no later than the close of business on December 15, 2006), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank's regular business hours no later than December 15, 2006.
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 14th day of December, 2006.
| AFFYMAX, INC. | ||||
By: |
/s/ PAUL B. CLEVELAND Paul B. Cleveland Executive Vice President, Corporate Development and Chief Financial Officer |
|||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
/s/ ARLENE M. MORRIS* Arlene M. Morris |
President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer) |
December 14, 2006 |
||
/s/ PAUL B. CLEVELAND* Paul B. Cleveland |
Executive Vice President, Corporate Development and Chief Financial Officer (Principal Financial Officer) |
December 14, 2006 |
||
/s/ ALI MAHDAVI* Ali Mahdavi |
Vice President, Finance and Administration (Principal Accounting Officer) |
December 14, 2006 |
||
/s/ JOHN P. WALKER* John P. Walker |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ NICHOLAS G. GALAKATOS, PH.D.* Nicholas G. Galakatos, Ph.D. |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ KATHLEEN LAPORTE* Kathleen LaPorte |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ ELIZABETH CZEREPAK* Elizabeth Czerepak |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ HIRONORI HOZOJI* Hironori Hozoji |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ R. LEE DOUGLAS* R. Lee Douglas |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ TED W. LOVE* Ted W. Love |
Member of the Board of Directors |
December 14, 2006 |
||
/s/ DANIEL K. SPIEGELMAN* Daniel K. Spiegelman |
Member of the Board of Directors |
December 14, 2006 |
*By: |
/s/ PAUL B. CLEVELAND Paul B. Cleveland Attorney-in-fact |
| Exhibit Number |
Description of Document |
|
|---|---|---|
| 5.1 | Opinion of Cooley Godward Kronish LLP | |
| 23.1 | Consent of independent registered public accounting firm | |
| 23.2 | Consent of Cooley Godward Kronish LLP. Reference is made to Exhibit 5.1 | |
| 24.1 | † | Power of Attorney |