As filed with the Securities and Exchange Commission on August 12, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HC2 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
54-1708481
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
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450 Park Avenue, 30
th
Floor
New York, New York 10022
(212) 235-2690
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Paul L. Robinson
Chief Legal Officer and Corporate Secretary
450 Park Avenue, 30
th
Floor
New York, New York 10022
(212) 235-2690
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Senet S. Bischoff, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
o
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.
o
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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. (Check one):
Large accelerated filer
o
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Accelerated filer
☒
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting
company
o
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CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
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Number of
Shares to be
registered
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Proposed
maximum offering
price per share
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Proposed
maximum aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001 per share
(1)
|
|
814,424
|
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$
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4.37
|
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$
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3,559,033
|
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$
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358.4
(2
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)
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(1)
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Includes 814,424 shares of common stock held by selling securityholders as of August 12, 2016. Pursuant to Rule 416 under the Securities Act of 1933, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the Securities Act). In accordance with Rule 457(c) of the Securities Act, the price shown is the average of the high and low prices for the Company’s common stock on August 12, 2016 as reported on the NYSE MKT LLC.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.