As filed with the Securities and Exchange Commission on January 21, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
The AZEK Company Inc.
(Exact name of registrant as specified in its charter)
Delaware | 3089 | 90-1017663 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1330 W Fulton Street #350
Chicago, IL 60607
877-275-2935
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Jesse Singh
Chief Executive Officer
1330 W Fulton Street #350
Chicago, IL 60607
Telephone: 877-275-2935
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John L. Savva, Esq. Rita-Anne O’Neill, Esq. Sullivan & Cromwell LLP 1870 Embarcadero Road Palo Alto, CA 94303 650-461-5600 | Paul Kardish, Esq. Chief Legal Officer 1330 W Fulton Street #350 Chicago, IL 60607 877-275-2935 | Rachel Sheridan, Esq. Samuel D. Rettew, Esq. Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, D.C. 20004 202-637-2200 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333- 252219
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, an 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 | ☒ | 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 financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE:
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Title of Each Class of Securities to be Registered | Number of Shares to be Registered(1) | Proposed Maximum Offering Price per Share(2) | Proposed Offering Price(1)(2) | Amount of Registration Fee(2) | ||||
Class A Common Stock, par value $0.001 per share | 2,875,000 | $40.00 | $115,000,000 | $12,547 | ||||
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(1) | Represents only the additional number of shares being registered, and includes 375,000 additional shares that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-252219). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously paid a filing fee of $87,123 for the Registration Statement on Form S-1 (File No. 333-252219), which was declared effective on January 21, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional number of securities having a proposed maximum aggregate offering price of $115,000,000 are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
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 OF CERTAIN INFORMATION BY REFERENCE
The AZEK Company Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of additional shares of Class A common stock, par value $0.001 per share, of the Registrant. This Registration Statement relates to the public offering of securities contemplated by the Registrant’s earlier registration statement on Form S-1 (File No. 333-252219) (such registration statement, the “Prior Registration Statement”), which the Commission declared effective on January 21, 2021. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the selling stockholders named in the Prior Registration Statement by 2,875,000 shares, which includes 375,000 shares of Class A common stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Class A common stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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 Chicago, Illinois, on January 21, 2021.
The AZEK Company Inc. | ||
By: | /s/ Jesse Singh | |
Name: | Jesse Singh | |
Title: | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 21, 2021.
Signature | Title | |
/s/ Jesse Singh Jesse Singh | Chief Executive Officer, President and Director (Principal Executive Officer) | |
/s/ Ralph Nicoletti Ralph Nicoletti | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
/s/ Gregory Jorgensen Gregory Jorgensen | Vice President and Chief Accounting Officer (Principal Accounting Officer) | |
* Gary Hendrickson | Chairman of the Board of Directors | |
* Sallie B. Bailey | Director | |
* Fumbi Chima | Director | |
* Howard Heckes | Director | |
* James B. Hirshorn | Director | |
* Brian Klos | Director | |
* Romeo Leemrijse | Director |
Signature | Title | |
* Ashfaq Qadri | Director | |
* Bennett Rosenthal | Director | |
* Brian Spaly | Director | |
* Blake Sumler | Director |
*By: | /s/ Jesse Singh | |
Jesse Singh Attorney-in-fact |