forms_4mef.htm
As filed with the Securities and Exchange Commission on January 3, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
XOMA Corporation
(exact name of registrant as specified in its charter)
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Delaware
(state or other jurisdiction of
incorporation or organization)
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2910 Seventh Street
Berkeley, California 94710
(510) 204-7200
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52-2154066
(I.R.S. employer
identification no.)
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(Address, including ZIP code, and telephone number, including area code, of registrant’s principal executive offices)
____________________
Christopher J. Margolin, Esq.
XOMA Corporation
2910 Seventh Street
Berkeley, California 94710
(510) 204-7200
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Geoffrey E. Liebmann, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000
____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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. x Registration No. 333-177165
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller company)
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Smaller reporting company o
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If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Aggregate
Price per Unit
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock
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26,594(1)
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$1.135(2)
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$30,184.19(2)
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$3.46 |
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Series A Preferred Stock Purchase Rights (3)
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(1)
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Represents the shares of common stock of XOMA Delaware (as hereinafter defined) as of December 31, 2011 into which common shares of XOMA Bermuda (as hereinafter defined) that were issued and outstanding immediately prior to the Domestication (as hereinafter defined) were automatically converted by operation of law in the Domestication and that were not previously registered on Registration Statement on Form S-4 No. 333-177165.
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(2)
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Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common shares of XOMA Ltd. on The NASDAQ Global Market on December 30, 2011 ($1.135 per share), in accordance with Rule 457(f)(1).
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(3)
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Each share of common stock includes 15 Series A Preferred Stock purchase rights as described under “Description of Capital Stock-Preferred Stock - Preferred Stock Purchase Rights” in the prospectus that is part of Registration Statement on Form S-4 No. 333-177165.
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This Registration Statement will become effective automatically upon filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-4 is being filed pursuant to General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), by XOMA Corporation, a Delaware corporation (“XOMA Delaware”), successor to XOMA Ltd., a Bermuda exempted company (“XOMA Bermuda”). Effective December 31, 2011, XOMA Ltd. changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the “Domestication”) and changed its legal name to XOMA Corporation. In the Domestication, each of XOMA Bermuda’s common shares was automatically converted by operation of law, on a one-for-one basis, into a share of XOMA Delaware’s common stock. Pursuant to Registration Statement on Form S-4 No. 333-177165, declared effective as of December 16, 2011, a total of 35,080,413 shares of XOMA Delaware’s common stock were registered under the Securities Act in connection with the Domestication. This Registration Statement is being filed solely to register an additional 26,594 shares of XOMA Delaware common stock into which XOMA Bermuda common shares were automatically converted in the Domestication.
STATEMENT OF INCORPORATION BY REFERENCE
The contents of the prior Registration Statement (Registration No. 333-177165) are hereby incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Berkeley, State of California, on January 3, 2012.
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XOMA CORPORATION
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By: /s/ John Varian
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Name: John Varian
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Title: Interim Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons 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/ John Varian
John Varian
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Interim Chief Executive Officer (Principal Executive Officer) and Director
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January 3, 2012
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*
Patrick J. Scannon M.D., Ph.D.
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Executive Vice President and Chief Scientific Officer and Director
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January 3, 2012
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/s/ Fred Kurland
Fred Kurland
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Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
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January 3, 2012
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*
W. Denman Van Ness
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Chairman of the Board and Lead Independent Director
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January 3, 2012
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*
William K. Bowes, Jr.
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Director
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January 3, 2012
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*
Peter Barton Hutt
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Director
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January 3, 2012
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*
Timothy P. Walbert
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Director
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January 3, 2012
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*
Jack L. Wyszomierski
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Director
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January 3, 2012
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By: /s/ John Varian
John Varian
Attorney-in-fact
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INDEX TO EXHIBITS
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5.1
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Opinion of Richards, Layton & Finger, P.A.*
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23.1
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Consent of Independent Registered Public Accounting Firm.*
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23.2
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Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1).*
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24.1
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Power of Attorney (incorporated by reference to the signature pages to Registration Statement on Form S-4 No. 333-177165).
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_____________________
* Filed herewith.