As filed with the Securities and Exchange Commission on July 15, 2021.
Registration No. 333-257843
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GATOS SILVER, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 1040 | 27 2654848 |
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
8400 E. Crescent Parkway, Suite 600 Greenwood Village, CO 80111 (303) 784 5350 |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Stephen Orr
Chief Executive Officer and Director
Gatos Silver, Inc.
8400 E. Crescent Parkway, Suite 600
Greenwood Village, CO 80111
(303) 784 5350
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Richard D. Truesdell, Jr. Davis Polk & Wardwell LLP |
Ryan J. Dzierniejko Michael J. Zeidel Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 (212) 735 3000 | |||
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, 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(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. x File No. 333-257843
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 | x | Smaller reporting company | x | |||
Emerging growth company | x |
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 pursuant to Section 7(a)(2)(B ) of the Securities Act. x
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) of the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-257843) is filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely to update Exhibits 5.1 and 23.3 to such Registration Statement. This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(d) under the Securities Act.
Item 16. | Exhibits and Financial Statement Schedules. |
The list of exhibits set forth under “Exhibit Index” at the end of this Registration Statement is incorporated by reference.
EXHIBIT INDEX
Incorporation by Reference | ||||||||||
Exhibit Number | Description | Form | File No. | Exhibit No. | Filing Date |
Incorporation by Reference | ||||||||||
Exhibit Number | Description | Form | File No. | Exhibit No. | Filing Date |
# | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
† | Indicates a management contract or compensatory plan. |
* | Previously filed. |
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 Denver, State of Colorado, on July 15, 2021.
GATOS SILVER, INC. |
By: | /s/ Stephen Orr | ||
Name: | Stephen Orr | ||
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 July 15, 2021.
Signature |
Title | |
/s/ Stephen Orr | Chief Executive Officer and Director | |
Stephen Orr | (principal executive officer) | |
/s/ Roger Johnson | Chief Financial Officer | |
Roger Johnson | (principal financial officer and principal accounting officer) | |
* | Chair of the Board of Directors | |
Janice Stairs | ||
* | ||
Ali Erfan | Director | |
* | ||
Igor Gonzales | Director | |
* | ||
Karl Hanneman | Director | |
* | ||
Charles Hansard | Director | |
* | ||
Igor Leventhal | Director | |
* | ||
David Peat | Director | |
* | ||
Daniel Muñiz Quintanilla | Director | |
* By: | /s/ Roger Johnson | ||
Name: | Roger Johnson | ||
Title: | Attroney-in-Fact |
EXHIBITS 5.1 AND 23.3
Davis Polk & Wardwell llp 450 Lexington Avenue davispolk.com |
OPINION OF DAVIS POLK & WARDWELL LLP
July 15, 2021
Gatos Silver, Inc.
8400 E. Crescent Parkway, Suite 600
Greenwood Village, CO 80111
Ladies and Gentlemen:
Gatos Silver, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1 (the “Registration Statement”) and the related prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 13,144,500 shares of its common stock, par value $0.001 per share (the “Securities”), including 1,714,500 shares subject to the underwriters’ option to purchase additional shares, as described in the Registration Statement.
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus which is a part of the Registration Statement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ DAVIS POLK & WARDWELL LLP