Delaware | 20-3717839 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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One Beacon Street, Boston, Massachusetts | 02108 | |
(Address of Principal Executive Offices) | (Zip Code) |
Large accelerated filer o
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Accelerated filer o | |
Non-accelerated
filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
Proposed | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount to be | Maximum Offering | Aggregate Offering | Amount of | ||||||||||
Securities to be Registered | Registered (1) | Price Per Share | Price | Registration Fee | ||||||||||
Common Stock, $0.001
par value per share |
9,821,056 (2) | $33.22(4) | $326,255,480.32 | $37,878.26 | ||||||||||
Common Stock, $0.001 par
value per share |
152,250 (3) | $30.00 | $4,567,500.00 | $530.29 | ||||||||||
Common Stock, $0.001 par
value per share |
4,284 (3) | $35.01 | $149,982.84 | $17.41 | ||||||||||
Common Stock, $0.001 par
value per share |
1,583,733 (3) | $34.61 | $54,812,999.13 | $6,363.79 | ||||||||||
Common Stock, $0.001 par
value per share |
432,519 (3) | $34.01 | $14,709,971.19 | $1,707.83 | ||||||||||
Common Stock, $0.001 par
value per share |
12,104 (3) | $33.05 | $400,037.20 | $46.44 | ||||||||||
Common Stock, $0.001 par
value per share |
24,061 (3) | $32.33 | $777,892.13 | $90.31 | ||||||||||
Totals |
12,030,007 | $401,673,862.81 | $46,634.34 | |||||||||||
(1) | This registration statement covers an aggregate of 12,030,007 shares of Common Stock issuable pursuant to awards granted under the 2010 Omnibus Equity Incentive Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. | |
(2) | Consists of shares reserved for issuance under the Plan. | |
(3) | Consists of shares subject to awards outstanding under the Plan. | |
(4) | Offering prices of options that have not yet been granted as of the date of this Registration Statement are computed in accordance with Rule 457(h) of the Securities Act, as amended, based on the average of the high and low prices of the Common Stock as reported by The NASDAQ Global Market on March 14, 2011 to be $32.87 and $33.57, respectively. |
(a) | the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2010, filed with the SEC on March 9, 2011; | ||
(b) | the Registrants Current Reports on Form 8-K, filed with the SEC on February 7, 2011 and March 14, 2011; and | ||
(c) | the description of the Registrants Common Stock, $0.001 par value per share, which is contained in the Registrants registration statement on Form 8-A filed by the Registrant with the SEC under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), on November 12, 2010, including any amendments or reports filed for the purpose of updating such description. |
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4.1 | 2010 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | ||
4.2 | Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | ||
4.3 | Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | ||
4.4 | Stockholders Agreement, dated December 28, 2005 (previously filed as Exhibit 4.2 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | ||
4.5 | First Amendment to Stockholders Agreement dated December 28, 2005, among LPL Investment Holdings Inc., LPL Holdings, Inc. and other stockholders party thereto (previously filed as Exhibit 4.2 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). | ||
4.6 | Stockholders Agreement among the Company and Hellman & Friedman Capital Partners IV, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman & Friedman Capital Associates V, L.P. and TPG Partners IV, L.P. (previously filed as Exhibit 4.3 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). | ||
4.7 | Fifth Amended and Restated LPL Investment Holdings Inc. 2000 Stock Bonus Plan (previously filed as Exhibit 4.5 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | ||
4.8 | Management Stockholders Agreement among the Company and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (previously filed as Exhibit 4.5 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). |
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5.1 | Opinion of Ropes & Gray LLP. | ||
23.1 | Consent of Deloitte & Touche, LLP. | ||
23.2 | Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1). | ||
24.1 | Powers of Attorney (included on the signature page in Part II). |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective Registration Statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; | ||
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) |
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of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |||
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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LPL Investment Holdings Inc. |
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By: | /s/ Mark S. Casady | |||
Name: | Mark S. Casady | |||
Title: | Chief Executive Officer | |||
Signature | Title | Date | ||
/s/ Mark S. Casady |
Chief Executive Officer and Chairman (Principal Executive Officer) |
March 16, 2011 | ||
/s/ Robert J. Moore |
Chief Financial Officer and Treasurer (Principal Financial Officer) |
March 16, 2011 | ||
/s/ Thomas D. Lux |
Chief Accounting Officer (Principal Accounting Officer) |
March 16, 2011 |
Signature | Title | Date | ||
/s/ John J. Brennan |
Director | March 16, 2011 | ||
/s/ Richard W. Boyce |
Director | March 16, 2011 | ||
/s/ James S. Putnam |
Director, Vice Chairman | March 16, 2011 | ||
/s/ Erik D. Ragatz |
Director | March 16, 2011 | ||
/s/ James S. Riepe |
Director | March 16, 2011 | ||
/s/ Richard P. Schifter |
Director | March 16, 2011 | ||
/s/ Jeffrey E. Stiefler |
Director | March 16, 2011 | ||
/s/ Allen R. Thorpe |
Director | March 16, 2011 |
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4.1 | 2010 Omnibus Equity Incentive Plan (previously filed as Exhibit 10.20 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | |
4.2 | Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | |
4.3 | Second Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | |
4.4 | Stockholders Agreement, dated December 28, 2005 (previously filed as Exhibit 4.2 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | |
4.5 | First Amendment to Stockholders Agreement dated December 28, 2005, among LPL Investment Holdings Inc., LPL Holdings, Inc. and other stockholders party thereto (previously filed as Exhibit 4.2 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). | |
4.6 | Stockholders Agreement among the Company and Hellman & Friedman Capital Partners IV, L.P., Hellman & Friedman Capital Partners V (Parallel), L.P., Hellman & Friedman Capital Associates V, L.P. and TPG Partners IV, L.P. (previously filed as Exhibit 4.3 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). | |
4.7 | Fifth Amended and Restated LPL Investment Holdings Inc. 2000 Stock Bonus Plan (previously filed as Exhibit 4.5 to the registration statement on Form S-1 (File No. 333-167325) and incorporated herein by reference). | |
4.8 | Management Stockholders Agreement among the Company and Stephanie L. Brown, Mark S. Casady, William E. Dwyer III, Robert J. Moore and Esther M. Stearns (previously filed as Exhibit 4.5 to the Registrants 10-K filed on March 9, 2011 and incorporated herein by reference). | |
5.1 | Opinion of Ropes & Gray LLP. | |
23.1 | Consent of Deloitte & Touche, LLP. | |
23.2 | Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1). | |
24.1 | Powers of Attorney (included on the signature page in Part II). |