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As filed with the
Securities and Exchange Commission on November 17,
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
LPL Investment Holdings
Inc.
(Exact name of registrant as
specified in its charter)
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Delaware
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6200
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20-3717839
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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 No.)
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One Beacon Street, Boston, MA
02108
(617) 423-3644
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Mark S. Casady
Stephanie L. Brown
LPL Investment Holdings
Inc.
One Beacon Street, Boston, MA
02108
(617) 423-3644
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Julie H. Jones, Esq.
Keith F. Higgins, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
Telephone
(617) 951-7000
Fax
(617) 951-7050
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William F. Gorin, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Telephone (212) 225-2000
Fax (212) 225-3999
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Approximate date of commencement of proposed sale to
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 of 1933, as amended (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,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. þ 333-167325
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
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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Accelerated
filer o
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Non-accelerated
filer þ
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Smaller reporting
company o
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(Do not check if a 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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Amount of
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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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Registration
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Securities to be Registered
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Registered
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Per Share
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Offering
Price(2)
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Fee
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Common Stock, $0.001 par value per share
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47,035(1)
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$30
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$1,411,050
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$100.61
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(1) |
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Includes shares of common stock issuable upon exercise of an
option to purchase additional shares granted to underwriters. |
(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. |
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
$0.001 per share, of LPL Investment Holdings 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. 333-167325),
which was declared effective by the Commission on
November 17, 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 Boston, The Commonwealth of
Massachusetts, on the 17th day of November, 2010.
LPL Investment Holdings Inc.
Mark S. Casady
Chief Executive Officer and Chairman
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:
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Signature
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Title
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Date
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*
Mark
S. Casady
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Chief Executive Officer and Chairman (Principal Executive
Officer)
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November 17, 2010
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*
Robert
J. Moore
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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November 17, 2010
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Thomas
D. Lux
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Chief Accounting Officer
(Principal Accounting Officer)
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November 17, 2010
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John
J. Brennan
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Director
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November 17, 2010
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Richard
W. Boyce
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Director
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November 17, 2010
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James
S. Putnam
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Director, Vice Chairman
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November 17, 2010
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Erik
D. Ragatz
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Director
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November 17, 2010
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James
S. Riepe
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Director
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November 17, 2010
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Richard
P. Schifter
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Director
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November 17, 2010
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Signature
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Title
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Date
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Jeffrey
E. Stiefler
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Director
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November 17, 2010
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Allen
R. Thorpe
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Director
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November 17, 2010
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*By:
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/s/ Mark
S. Casady
Mark
S. Casady
Attorney-in-fact
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EXHIBIT
INDEX
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Exhibit
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No.
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Description
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5
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.1
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Opinion of Ropes & Gray LLP
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23
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.1
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Consent of Ropes & Gray LLP (included in
Exhibit 5.1)
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23
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.2
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Consent of Deloitte & Touche LLP
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24
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.1*
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Powers of Attorney
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Filed as Exhibit 24.1 to the Registrants Registration
Statement on
Form S-1
(File No. 333-167325) filed with the Commission on
June 4, 2010. |
exv5w1
Exhibit 5.1
November 17, 2010
LPL Investment Holdings Inc.
One Beacon Street
Boston, Massachusetts 02108
Re: LPL Investment Holdings Inc.
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration statement on Form S-1 (the
Registration Statement), filed with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933, as amended (the Act),
for the registration of 47,035 shares of Common Stock, $0.001 par value per share (the Common Stock), of LPL Investment Holdings Inc.,
a Delaware corporation (the Company), including 4,276 shares of Common Stock to cover
over-allotments, if any. Of the shares of Common Stock to be registered pursuant to the
Registration Statement, 42,759 shares are being offered by certain
shareholders of the Company (the Selling Stockholder
Shares) and up to 4,276 shares are being offered by the
Company (the Company Shares and, together with the
Selling Stockholders Shares, collectively the Shares).
The Shares are proposed to be sold pursuant to an underwriting agreement (the Underwriting
Agreement) to be entered into among the Company, certain stockholders of the Company and the
underwriters named in therein.
We have
acted as counsel for the Company in connection with the proposed
issuance of the Company Shares. For
purposes of this opinion, we have examined and relied upon such documents, records, certificates
and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized and, when delivered pursuant to the
Underwriting Agreement, and, with respect to the Company Shares,
issued against payment of the consideration set forth therein, will be validly
issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to
the use of our name therein and in the related prospectus under the caption Legal Matters. 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.
This opinion may be used only in connection with the offer and sale of the Shares while the
Registration Statement is in effect.
Very truly yours,
/s/ Ropes
& Gray LLP
Ropes & Gray LLP
exv23w2
Exhibit
23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of our report dated March 9,
2010, (June 4, 2010 as to Note 16 and July 9, 2010 as to Note 22) relating to the consolidated
financial statements of LPL Investment Holdings Inc. (the Company) included in Registration
Statement No. 333-167325 and of our report dated March 9, 2010 on the effectiveness of the
Companys internal control over financial reporting appearing in the Annual Report on Form 10-K of
the Company for the year ended December 31, 2009 and incorporated by reference in the Prospectus
included in Registration Statement No. 333-167325.
/s/ Deloitte & Touche LLP
Costa Mesa, California
November 17, 2010