S-1MEF

As filed with the Securities and Exchange Commission on March 25, 2015

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DIPLOMAT PHARMACY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization) 5122
(Primary Standard Industrial
Classification Code Number) 38-2063100
(I.R.S. Employer
Identification Number)

4100 S. Saginaw St.

Flint, MI 48507

(888) 720-4450

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Sean Whelan

Chief Financial Officer

Diplomat Pharmacy, Inc.

4100 S. Saginaw St.

Flint, MI 48507

(888) 720-4450

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Michael S. Ben, Esq. Honigman Miller Schwartz and Cohn LLP
2290 First National Building
660 Woodward Avenue
Detroit, MI 48226-3506
Telephone: (313) 465-7000
Fax: (313) 465-8000 William J. Whelan, III, Esq. Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
Telephone: (212) 474-1000
Fax: (212) 474-3700

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.  o

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.  x Registration No. 333-202750

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.

Large accelerated filer o Accelerated filer o Non-accelerated filer x
(Do not check if a
smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee(3)
Common Stock, no par value per share	$	47,468,725	$	5,516

(1)Includes shares that the underwriters have the option to purchase.

(2)Based on the public offering price.

(3)Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. The registrant previously registered an aggregate of $237,343,900 of its shares of common stock on the Registrant’s Registration on Form S-1, as amended (File No. 333-202750) declared effective on March 25, 2015, for which a filing fee of $27,580 was paid.

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 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering additional shares of common stock, no par value. This registration statement relates to the Registrant’s prior registration statement on Form S-1 (Registration No. 333-202750), as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective on March 25, 2015. The Prior Registration Statement is incorporated by reference herein.

The additional securities 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.

The Registrant hereby certifies to the Commission that (i) it has instructed its bank to pay on its behalf to the Commission the filing fee set forth on the cover page of this registration statement by a wire transfer of such amount to the Securities and Exchange Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on March 26, 2015), (ii) it will not revoke such instructions, (iii) there are sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during regular business hours no later than March 26, 2015.

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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 Flint, State of Michigan, on March 25, 2015.

DIPLOMAT PHARMACY, INC.
By:	/s/ PHILIP R. HAGERMAN
	Name: Philip R. Hagerman
	Title:   Chief 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 on the dates indicated:

Signature	Title	Date
/s/ Philip R. Hagerman	Chief Executive Officer and Director	March 25, 2015
Philip R. Hagerman	(principal executive officer)
/s/ Sean M. Whelan	Chief Financial Officer, Director	March 25, 2015
Sean M. Whelan	(principal financial officer and principal accounting officer)
/s/ *	President, Director	March 25, 2015
Gary W. Kadlec
/s/ *	Executive Vice President, Operations,	March 25, 2015
Jeffrey M. Rowe	Director
/s/ *	Senior Vice President, Sales & Business	March 25, 2015
Atheer A. Kaddis	Development, Director
/s/ *	Director	March 25, 2015
David Dreyer
/s/ *	Director	March 25, 2015
Kenneth O. Klepper

By:	/s/ PHILIP R. HAGERMAN
	Name: Philip R. Hagerman
	Attorney-in-Fact

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Exhibit Index

Exhibit number	Exhibit description	Filed  herewith
5.1	Opinion of Honigman Miller Schwartz and Cohn LLP	X
23.1	Consent of BDO USA, LLP	X
23.2	Consent of McGladrey, LLP	X
23.3	Consent of Honigman Miller Schwartz and Cohn LLP (contained in the opinion filed as Exhibit 5.1)
24.1	Power of Attorney (incorporated by reference to Exhibit 24.1 to the registration statement on Form S-1 (Registration No. 333-202750), which was originally filed with the Securities and Exchange Commission on March 13, 2015).

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EX-5.1

Exhibit 5.1

(313) 465-7000 Fax: (313) 465-8000 www.honigman.com

March 25, 2015

Diplomat Pharmacy, Inc.

4100 S. Saginaw St.

Flint, Michigan 48507

Ladies and Gentlemen:

We have acted as counsel to Diplomat Pharmacy, Inc., a Michigan corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 filed pursuant to Rule 462(b)(the “462(b) Registration Statement”) and a Registration Statement on Form S-1 (Registration No. 333-202750) of the Company (as amended through the date hereof and including all exhibits thereto, the “Original Registration Statement” and together with the 462(b) Registration Statement, the “Registration Statements”), including a related prospectus filed with the Original Registration Statement (the “Prospectus”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of a maximum of 9,821,125 of the Common Shares, no par value, of the Company (the “Common Stock”), comprised of (i) up to an aggregate of 6,821,125 shares of Common Stock to be sold by the Company, which includes 1,281,016 shares that may be sold by the Company upon exercise of the option to purchase additional shares granted to the underwriters (the “Company Shares”), and (ii) 3,000,000 shares of Common Stock to be sold by certain shareholders of the Company (the “Selling Shareholder Shares,” and together with the Company Shares, the “Shares”). The Shares are to be sold to the underwriters for resale to the public as described in the Registration Statements and pursuant to the underwriting agreement referred to in the Registration Statements (the “Underwriting Agreement”).

Based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that (i) the Company Shares covered by the Registration Statements have been duly authorized by the Company and, when issued and sold by the Company as described in the Registration Statements and in the manner set forth in the Underwriting Agreement, against payment therefore, will be validly issued, fully paid and non-assessable, and (ii) the Selling Shareholder Shares covered by the Registration Statements have been duly authorized by the Company, and are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Original Registration Statement incorporated by reference into the 462(b) Registration Statement.  In giving such consents, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission under the Securities Act.

Very truly yours,

/S/ HONIGMAN MILLER SCHWARTZ AND COHN LLP

2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506

Detroit · Lansing · Oakland County · Ann Arbor · Kalamazoo

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Diplomat Pharmacy, Inc.

Flint, Michigan

We hereby consent to the incorporation by reference in this Registration Statement of our report dated March 3, 2015, relating to the consolidated financial statements of Diplomat Pharmacy, Inc. appearing in the Prospectus, constituting a part of its registration statement on Form S-1, as amended (“File No. 333-202750”).

We also hereby consent to the incorporation by reference in this Registration Statement of our report dated August 18, 2014, relating to the consolidated financial statements of MedPro Rx, Inc. appearing in File No. 333-202750.

We also consent to the reference to us under the caption “Experts” in File No. 333-202750.

/s/ BDO USA, LLP

Chicago, Illinois

March 25, 2015

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Registration Statement on Form S-1 of Diplomat Pharmacy, Inc., filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated March 13, 2015, relating to our audits of the financial statements of BioRx, LLC, appearing in the Prospectus, which is a part of the Registration Statement (Form S-1 No. 333-202750) declared effective on March 25, 2015.

We also consent to the reference to our firm under the caption “Experts” in such Prospectus.

/s/ McGladrey LLP

McGladrey LLP

Boston, MA

March 25, 2015