As filed with the Securities and Exchange Commission on April 26, 2017
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Ichor Holdings, Ltd.
(Exact name of registrant as specified in its charter)
Cayman Islands | 3674 | 26-0237871 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
3185 Laurelview Ct.
Fremont, California
(610) 386-1700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas M. Rohrs
Executive Chairman and Chief Executive Officer
Ichor Systems, Inc.
3185 Laurelview Ct.
Fremont, California 94538
(510) 897-5200
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Robert M. Hayward, P.C. Kirkland & Ellis LLP |
Tad J. Freese Latham & Watkins LLP |
|
300 North LaSalle | 140 Scott Drive | |
Chicago, Illinois 60654 | Menlo Park, California 94025 | |
(312) 862-2000 | (650) 328-4600 |
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, 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. ☒ File No. 333-217295
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, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the Definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth 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 | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of Each Class of Securities to be Registered |
Amount
to be
|
Proposed
Maximum Offering Price Per Share |
Proposed
Offering Price (2) |
Amount of Registration Fee |
||||
Ordinary Shares, par value $0.0001 per share |
732,461 |
$19.50 | $14,282,989.50 | $1,656 | ||||
|
||||||||
|
(1) | Includes shares subject to purchase upon exercise of the underwriters option to purchase additional ordinary shares. The shares being registered under this Registration Statement are in addition to the 5,175,000 shares registered pursuant to the Registration Statement on Form S-1 (File No. 333-217295). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act), based on the proposed maximum aggregate offering price. The Registrant previously paid a filing fee of $11,126 in connection with the filing of the Registration Statement on Form S-1 (File No. 333-217295), which Registration Statement contemplated a proposed maximum offering price of $95,996,250. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $14,282,989.50 are hereby registered, which includes shares subject to the underwriters option to purchase additional ordinary shares. |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of additional ordinary shares, par value $0.0001 per share, of Ichor Holdings, Ltd. (the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants consent. This Registration Statement relates to the Companys Registration Statement on Form S-1, as amended (File No. 333-217295), initially filed by the Company on April 13, 2017, and is deemed effective upon filing with the Securities and Exchange Commission. The Company is filing this Registration Statement for the sole purpose of increasing the aggregate number of ordinary shares offered by the Company by 732,461 shares. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1, as amended, including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on April 26, 2017.
ICHOR HOLDINGS, LTD | ||
/s/ Thomas M. Rohrs |
||
Name: | Thomas M. Rohrs | |
Title: | Executive Chairman 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 April 26, 2017 in the capacities indicated.
/s/ Thomas M. Rohrs |
Executive Chairman and Chief Executive Officer (principal executive officer) | |
Thomas M. Rohrs | ||
/s/ Maurice Carson |
Director, President and Chief Financial Officer (principal financial officer and principal accounting officer) |
|
Maurice Carson | ||
/s/ John Chenault |
Director | |
John Chenault | ||
/s/ Dipanjan Deb |
Director | |
Dipanjan Deb | ||
/s/ Andrew Kowal |
Director | |
Andrew Kowal | ||
/s/ lain MacKenzie |
Director | |
Iain MacKenzie | ||
/s/ Thomas M. Rohrs |
Authorized Representative in the United States |
|
Thomas M. Rohrs |
EXHIBIT INDEX
Exhibit
|
Exhibit Description |
|
5.1* | Maples and Calder opinion. | |
23.1* | Consent of KPMG LLP. | |
23.2* | Consent of Maples and Calder (included in Exhibit 5.1). |
* | Filed herewith |
Exhibit 5.1
Ichor Holdings, Ltd.
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
26 April 2017
Dear Sirs
Ichor Holdings, Ltd.
We have acted as counsel as to Cayman Islands law to Ichor Holdings, Ltd. (the Company ) in connection with: (a) the registration statement on Form S-1 (the Registration Statement ) under the United States Securities Act of 1933, as amended (the Act ) and filed with the United States Securities and Exchange Commission (the Commission ) relating to, among other things, 5,175,000 ordinary shares of the Company of par value US$0.0001 per share (the Ordinary Shares ) that have been issued to, and which may be offered by, the selling shareholders identified in the Registration Statement (together, the Selling Shareholders ); and (b) the new registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act (the Rule 462(b) Registration Statement and together with the Registration Statement, the Registration Statements ). The Rule 462(b) Registration Statement covers the public offering of an additional 732,461 ordinary shares of the Company of par value US$0.0001 per share (the Additional Shares and, together with the Ordinary Shares, the Shares ) by the Selling Shareholders. This opinion is given in accordance with the terms of the Legal Matters section of the Rule 462(b) Registration Statement.
1 | Documents Reviewed |
We have reviewed originals, copies, drafts or conformed copies of the following documents and such other documents or instruments as we deem necessary:
1.1 | The Certificate of Incorporation dated 30 January 2012 and the Amended and Restated Memorandum and Articles of Association of the Company as adopted by Special Resolution passed on 7 December 2016 and effective from 9 December 2016 (the Memorandum and Articles ). |
1.2 | The corporate records of the Company maintained at its registered office in the Cayman Islands. |
1.3 | A copy of the register of members of the Company dated 11 April 2017 (the Register of Members ). |
1.4 | A certificate of good standing with respect to the Company issued by the Registrar of Companies (the Certificate of Good Standing ). |
1.5 | The Registration Statements. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions with respect to the Company, we have relied (without further verification) upon the completeness and accuracy of the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate. |
2.2 | No invitation has been or will be made to the public in the Cayman Islands to purchase the Shares. |
2.3 | The completeness and accuracy of the Register of Members. |
3 | Opinions |
Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands. |
3.2 | Based solely of our inspection of the Register of Members, the Selling Shareholders have valid title to their respective Shares and such Shares have been duly authorised, legally issued and are fully paid and non-assessable. |
3.3 | Based solely of our inspection of the Register of Members, there are no entries or notations indicating any third party interests, including any security interest as at the date hereof. |
4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
4.1 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies. |
4.2 |
Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, |
2
the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands, but if such an application were made in respect of the Companys Ordinary Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court. |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Rule 462(b) Registration Statement and to the reference to our firm under the heading Legal Matters in the prospectus included in the Rule 462(b) Registration Statement. In providing our 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.
This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours faithfully
Maples and Calder
/s/ Maples and Calder
3
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Ichor Holdings, Ltd.
We consent to the use of our report dated March 28, 2017, with respect to the consolidated balance sheets of Ichor Holdings, Ltd. and its subsidiaries as of December 30, 2016 and December 25, 2015, and the related consolidated statements of operations, shareholders equity, and cash flows for each of the years in the three-year period ended December 30, 2016, incorporated by reference herein.
/s/ KPMG LLP
Portland, Oregon
April 26, 2017