S-1MEF 1 a07-20887_11s1mef.htm S-1MEF

As filed with the Securities and Exchange Commission on December 6, 2007

 

Registration No. 333-

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

TITAN MACHINERY INC.

(Exact name of registrant as specified in its charter)

 

North Dakota

 

5080

 

45-0357838

(State or other jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

incorporation or organization)

 

Classification Code Number)

 

Identification No.)

 

 

4876 Rocking Horse Circle

Fargo, ND 58104-6049

(701) 356-0130

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

David J. Meyer

Chairman and Chief Executive Officer

Titan Machinery Inc.

4876 Rocking Horse Circle

Fargo, ND 58104-6049

(701) 356-0130

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Melodie R. Rose

 

W. Morgan Burns

Alexander Rosenstein

 

Jonathan R. Zimmerman

Fredrikson & Byron, P.A.

 

Faegre & Benson LLP

200 South Sixth Street

 

2200 Wells Fargo Center

Suite 4000

 

90 South Seventh Street

Minneapolis, MN 55402-1425

 

Minneapolis, MN 55402-1425

(612) 492-7000

 

(612) 766-7000

 

 

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, as amended, 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 number of the earlier effective registration statement for the same offering. x 333-145526

 

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

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be

 

Proposed Maximum Aggregate

 

Amount of

 

Registered

 

Offering Price (1)(2)(3)

 

Registration Fee

 

Common stock, par value $0.00001 per share

 

$747,500

 

$23

 

(1)          In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Act”) the number of shares being registered and the proposed maximum offering price per share are not included in this table.

 

(2)          Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.

 

(3)          The Registrant previously registered an aggregate of $57,902,500 of Common Stock on a Registration Statement on Form S-1 (File No. 333-145526), as amended, which was declared effective on December 5, 2007 and for which a filing fee of $1,778 was previously paid.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND

EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE ACT.

 

 


 

EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 is being filed with respect to an increase in the proposed maximum offering price of the common stock, par value $0.00001 per share (“Common Stock”), of Titan Machinery Inc., a North Dakota corporation, 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 the consent of an independent registered public accounting firm. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-145526) (the “Original Registration Statement”), initially filed by the Registrant on August 17, 2007 and declared effective by the Securities and Exchange Commission on December 5, 2007. The Registrant is filing this Registration Statement for the sole purpose of increasing the maximum aggregate offering price for the Common Stock offered to reflect the actual initial public offering of 6,000,000 shares of the Common Stock, plus an over-allotment option of 900,000 shares, at a price of $8.50 per share for a total maximum offering price of $58,650,000. Pursuant to Rule 462(b), the contents of the Original Registration Statement, 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, as amended, 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 Fargo, State of North Dakota on this 6th day of December, 2007.

 

 

 

TITAN MACHINERY INC.

 

 

 

By:

/s/ David J. Meyer

 

 

David J. Meyer

 

Chairman of the Board and Chief Executive

 

Officer

 

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement been signed by the following persons in the capacities and on the dates indicated.

Signature

 

Title

 

Date

 

 

 

 

 

    /s/ David J. Meyer

 

 

Chairman of the Board and Chief Executive Officer

 

December 6, 2007

David J. Meyer

 

 

(principal executive officer)

 

 

 

 

 

 

 

 

*

 

 

President, Chief Financial Officer and Director

 

December 6, 2007

Peter Christianson

 

 

(principal financial and accounting officer)

 

 

 

 

 

 

 

 

*

 

 

Director

 

December 6, 2007

Gordon Paul Anderson

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

December 6, 2007

John Bode

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

December 6, 2007

Tony Christianson

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

December 6, 2007

James Irwin

 

 

 

 

 

 

 

 

 

 

 

*

 

 

Director

 

December 6, 2007

James Williams

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ David J. Meyer

 

 

 

 

 

David J. Meyer

 

 

 

 

 

Attorney-In-Fact

 

 

 

 

 


 

TITAN MACHINERY INC.

REGISTRATION STATEMENT ON FORM S-1

 

EXHIBIT INDEX

 

No.

 

Description

5.1

 

Opinion of Fredrikson & Byron, P.A.

23.1

 

Consent of Eide Bailly, LLP

23.2

 

Consent of Fredrikson & Byron, P.A. (included in Exhibit 5.1)

24.1*

 

Power of Attorney

 

* Incorporated by reference from the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-145526), initially filed by the Registrant on August 17, 2007 and declared effective by the Securities and Exchange Commission on December 5, 2007.