As filed with the Securities and Exchange Commission on September 23, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
 
Artio Global Investors Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
6282
13-6174048
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
 
330 Madison Ave.
New York, NY 10017
(212) 297-3600
  
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
___________________
 
ADAM SPILKA
General Counsel and Corporate Secretary
Artio Global Investors Inc.
330 Madison Ave.
New York, NY 10017
(212) 297-3600
  
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
___________________
 
Copies to:
MICHAEL KAPLAN
Davis Polk & Wardwell LLP
450 Lexington Ave.
New York, NY 10017
(212) 450-4000
CATHERINE CLARKIN
JAY CLAYTON
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
JAMES GERKIS
Proskauer Rose LLP
1585 Broadway
New York, NY 10036
(212) 969-3000
 
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.  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   333-149178
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. (Check one):
 
Large accelerated filer  o
Accelerated filer  o
Non-accelerated filer  x
 Smaller reporting company  o
(Do not check if a 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(2)
  
Proposed Maximum Aggregate Offering Price(1)
  
Amount of
Registration Fee
 
Class A common stock, par value $0.001 per share
  
1,840,000
  
$26.00
  
$47,840,000
  
$2,670
 
(1) Includes additional shares of Class A common stock that the underwriters have the option to purchase.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act of 1933, as amended.
 
This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(b) under the Securities Act of 1933.
 
 
 
 
EXPLANATORY NOTE

This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-149178) of Artio Global Investors Inc. (the “Registrant”), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 23, 2009, are incorporated by reference into this registration statement.

The Registrant hereby certifies that it (i) has instructed its bank to transmit 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 Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on September 24, 2009), (ii) will not revoke such instructions, (iii) has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than September 24, 2009.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.
All exhibits filed with or incorporated by reference in Registration Statement No. 333-149178 are incorporated by reference into, and shall be deemed to be a part of, this registration statement, except for the following, which are filed herewith.

 
Exhibit Number
 
Description
5
Opinion of Davis Polk & Wardwell LLP
23.1
Consent of KPMG LLP
23.2
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5)

 
II-1
 
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 New York, State of New York, on September 23, 2009.
 
Artio Global Investors Inc.
  
   
   
By:
/s/ Richard Pell
  
 
Name:
Richard Pell
  
 
Title:
Principal Executive Officer
  
 
 
 
 
II-2

 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
Title
Date
     
/s/ Richard Pell
Principal Executive
September 23, 2009
Richard Pell
Officer and Director
  
     
/s/ Francis Harte
Principal Financial and Accounting
September 23, 2009
Francis Harte
Officer
  
     
/s/ Glen Wisher
Director
September 23, 2009
Glen Wisher
    
     
 
Director
  
Elizabeth Buse
    
     
 
Director
  
Duane Kullberg
    
     
/s/ Francis Ledwidge
Director
September 23, 2009
Francis Ledwidge
    
     



II-3


 
EXHIBIT INDEX

 
Exhibit Number
 
Description
5
Opinion of Davis Polk & Wardwell LLP
23.1
Consent of KPMG LLP
23.2
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5)

 
 
 
 
II-4