As filed with the Securities and Exchange Commission on April 8, 2010

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

METALS USA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		5051		20-3779274
(State or other jurisdiction of incorporation or organization)		(Primary Industrial Classification Code Number)		(I.R.S. Employer Identification Number)
		2400 East Commercial Blvd.
		Suite 905
		Fort Lauderdale, FL 33308
		(954) 202-4000

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

 

 

William A. Smith II

Vice President, General Counsel and Secretary

2400 East Commercial Blvd.

Suite 905

Fort Lauderdale, FL 33308

(954) 202-4000

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

 

 

Copies to:

Andrew J. Nussbaum		LizabethAnn R. Eisen
Wachtell, Lipton, Rosen & Katz		Cravath, Swaine & Moore LLP
51 West 52nd Street		825 Eighth Avenue
New York, New York 10019		New York, New York 10019
(212) 403-1000		(212) 474-1000

 

 

Approximate date of commencement of proposed sale to the public: As promptly 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.    ¨

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.    x  333-150999

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

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(2)(3)
Common Stock, $0.01 par value per share		1,035,000		$21.00		$21,735,000		$1,549.71

(1)

Includes shares of common stock that may be purchased by the underwriters to cover over-allotments, if any. Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-150999).

(2)	Calculated at a rate of $71.30 per $1,000,000 of the proposed maximum aggregate offering price.

(3)

The $21,735,000 proposed maximum aggregate offering price is in addition to the $242,105,240 proposed maximum aggregate offering price registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-150999). An aggregate registration fee of $10,862.10 was previously paid in connection with that Registration Statement. The registrant previously paid a registration fee of $21,400.00 with a registration statement on Form S-1, File No. 333-134533, initially filed on May 26, 2006. Pursuant to Rule 457(p) of the Securities Act, $1,549.71 of the previously paid registration fee is offset against the registration fee otherwise due for this registration statement.

 

 

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

 

 

 

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EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1. Pursuant to Rule 462(b), the contents of our registration statement on Form S-1, as amended (File No. 333-150999), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on April 8, 2010 (the “Initial Registration Statement”), are incorporated by reference into this Registration Statement. This Registration Statement covers the registration of an additional 1,035,000 shares of our common stock in the offering related to the Initial Registration Statement.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

1

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits

All the exhibits filed with Registration Statement No. 333-150999 are incorporated by reference into, and shall be deemed part of, this Registration Statement, except the following, which are filed herewith:

 

EXHIBIT NUMBER		DESCRIPTION
5.1		Opinion of Wachtell, Lipton, Rosen & Katz
23.1		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
23.2		Consent of Deloitte & Touche LLP
24.1*		Power of Attorney

 

*	Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150999) filed with the Commission on May 19, 2008.

 

II-1

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ft. Lauderdale, State of Florida, on the 8th day of April, 2010.

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

 

Name		Title		Date
/S/    C. LOURENCO GONCALVES         C. Lourenco Goncalves		President, Chief Executive Officer and Director (Principal Executive Officer)		April 8, 2010
/S/    ROBERT C. MCPHERSON, III         Robert C. McPherson, III		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		April 8, 2010
/S/    DANIEL L. HENNEKE         Daniel L. Henneke		Vice President, Corporate Controller (Principal Accounting Officer)		April 8, 2010
* John T. Baldwin		Director		April 8, 2010
* Eric L. Press		Director		April 8, 2010
* M. Ali Rashid		Director		April 8, 2010
* Matthew R. Michelini		Director		April 8, 2010

 

*By:				/S/    ROBERT C. MCPHERSON, III
Name:				Robert C. McPherson, III
Title:				Attorney-in-fact

 

II-2

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Exhibit Index

 

EXHIBIT NUMBER		DESCRIPTION
5.1		Opinion of Wachtell, Lipton, Rosen & Katz
23.1		Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1)
23.2		Consent of Deloitte & Touche LLP
24.1*		Power of Attorney

 

*	Previously filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-150999) filed with the Commission on May 19, 2008.