As filed with the Securities and Exchange Commission on October 24, 2013
Registration No. 333-190354
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMSCOPE HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3663 | 27-4332098 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1100 CommScope Place, SE
Hickory, NC 28602
(828) 324-2200
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Frank B. Wyatt, II
Senior Vice President, General Counsel and Secretary
CommScope Holding Company, Inc.
1100 CommScope Place, SE
Hickory, NC 28602
(828) 324-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Patrick H. Shannon Jason M. Licht Latham & Watkins LLP 555 Eleventh Street, NW Washington, DC 20004 (202) 637-2200 |
Arthur D. Robinson Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
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 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, 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. x 333-190354
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 |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-190354), initially filed by the Registrant on August 2, 2013 and declared effective by the Securities and Exchange Commission on October 24, 2013. The Registrant is filing this Post-Effective Amendment No. 1 pursuant to 462(d) for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (A) | Exhibits |
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 24.1** | Powers of Attorney (included in the Registrant’s Registration Statement on Form S-1 (File No. 333-190354) filed with the Commission on August 2, 2013) | |
| ** | Previously filed. |
II-1
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 Hickory, state of North Carolina, on October 24, 2013.
| COMMSCOPE HOLDING COMPANY, INC. | ||
| By: | /s/ Marvin S. Edwards, Jr. | |
| Marvin S. Edwards, Jr. | ||
| President, Chief Executive Officer and Director (Principal Executive 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 as of the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Marvin S. Edwards, Jr. Marvin S. Edwards, Jr. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
October 24, 2013 | ||
| /s/ Mark A. Olson Mark A. Olson |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
October 24, 2013 | ||
| /s/ Robert W. Granow Robert W. Granow |
Vice President and Corporate Controller (Principal Accounting Officer) | October 24, 2013 | ||
| * Frank M. Drendel |
Director and Chairman of the Board | October 24, 2013 | ||
| * Marco De Benedetti |
Director | October 24, 2013 | ||
| * Peter J. Clare |
Director | October 24, 2013 | ||
| * Campbell R. Dyer |
Director | October 24, 2013 | ||
| * Stephen C. Gray |
Director | October 24, 2013 | ||
| * L. William Krause |
Director | October 24, 2013 | ||
| * Claudius E. Watts IV |
Director | October 24, 2013 | ||
| * By: | /s/ Frank B. Wyatt, II | |
| Frank B. Wyatt, II Attorney-in-fact |
II-2
EXHIBIT INDEX
| EXHIBIT NO. |
DESCRIPTION OF EXHIBIT | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
| 24.1** | Powers of Attorney (included in the Registrant’s Registration Statement on Form S-1 (File No. 333-190354) filed with the Commission on August 2, 2013) | |
| ** | Previously filed. |
II-3
Exhibit 5.1
[LETTERHEAD OF LATHAM & WATKINS LLP]
October 24, 2013
CommScope Holding Company, Inc.
1100 CommScope Place, SE
Hickory, North Carolina 28602
| Re: | Registration Statement No. 333-190354; 38,461,537 shares of Common Stock, |
| par value $0.01 per share, of CommScope Holding Company, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to CommScope Holding Company, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 38,461,537 shares of common stock, $0.01 par value per share, up to 30,769,230 shares of which are being offered by the Company (the “Company Shares”) and up to 7,692,307 shares of which are being offered by certain stockholders of the Company (the “Selling Stockholder Shares” and together with the Company Shares, the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”) filed with the Securities and Exchange Commission (the “Commission”) on August 2, 2013 (Registration No. 333-190354) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| 1. | When the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and |
October 24, 2013
Page 2
| have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware. |
| 2. | The Selling Stockholder Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable. |
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Validity of Common Stock.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP