As filed with the Securities and Exchange Commission on
April 22, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Alimera Sciences,
Inc.
(Exact Name of Registrant as
Specified in its Charter)
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Delaware
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2834
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20-0028718
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
(678) 990-5740
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
C. Daniel Myers
Chief Executive Officer
6120 Windward Parkway, Suite 290
Alpharetta, GA 30005
(678) 990-5740
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Jay K. Hachigian, Esq.
Marc F. Dupré, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
850 Winter Street
Waltham, MA 02451
(781) 890-8800
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Richard D. Truesdell, Jr., Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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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, as amended,
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,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. þ 333-162782
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following
box. o
Indicate by a check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company.
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| Large
accelerated filer
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Accelerated filer
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Non-accelerated filer
þ
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Each Class of
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Amount to be
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Offering Price
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Aggregate
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Amount of
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Securities to be Registered
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Registered(1)
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Per Share
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Offering Price(2)
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Registration Fee(3)
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Common Stock, $0.01 par value per share
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632,500
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$11.00
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$6,957,500
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$496
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(1)
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Includes 82,500 shares of
common stock issuable upon exercise of an option to purchase
additional shares granted to the underwriters.
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(2)
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Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(a)
under the Securities Act, based on an estimate of the proposed
maximum aggregate offering price.
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EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, par value
$0.01 per share, of Alimera Sciences, Inc., a Delaware
corporation, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. The contents of the earlier
registration statement on
Form S-1
(File
No. 333-162782),
which was declared effective by the Commission on April 21,
2010, are incorporated in this registration statement by
reference.
The required opinions and consents are listed on an
Exhibit Index attached hereto and filed herewith.
SIGNATURES
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 Alpharetta, State of Georgia, on this
22nd day
of April, 2010.
ALIMERA SCIENCES, INC. (Registrant)
C. Daniel Myers
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ C.
Daniel Myers
C.
Daniel Myers
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President and Chief Executive Officer
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April 22, 2010
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/s/ Richard
S. Eiswirth, Jr.
Richard
S. Eiswirth, Jr.
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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April 22, 2010
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*
Phillip
R. Tracy
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Chairman of the Board of Directors,
Director
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April 22, 2010
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Mark
J. Brooks
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Director
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April 22, 2010
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Brian
K. Halak, Ph.D.
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Director
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April 22, 2010
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Anders
D. Hove, M.D.
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Director
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April 22, 2010
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Calvin
W. Roberts, M.D.
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Director
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April 22, 2010
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Bryce
Youngren
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Director
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April 22, 2010
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*By:
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/s/ Richard
S. Eiswirth, Jr.
Richard
S. Eiswirth, Jr.
Attorney-in-Fact
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