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Foamix Pharmaceuticals Ltd. – ‘F-1MEF’ on 4/14/15

On:  Tuesday, 4/14/15, at 7:04pm ET   ·   Effective:  4/14/15   ·   Accession #:  1567619-15-496   ·   File #s:  333-203187, 333-203413

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/15  Foamix Pharmaceuticals Ltd.       F-1MEF      4/14/15    3:72K                                    Summit Fin’l Pri… LLC/FA

Registration of Additional Securities   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1MEF      Registration of Additional Securities               HTML     42K 
 2: EX-5.1      Opinion re: Legality                                HTML     10K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      6K 


F-1MEF   —   Registration of Additional Securities


This is an HTML Document rendered as filed.  [ Alternative Formats ]



TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on April 14, 2015.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FOAMIX PHARMACEUTICALS LTD.
(Exact Name of Registrant as Specified in its Charter)

State of Israel
(State or Other Jurisdiction of
Incorporation or Organization)
2833
(Primary Standard Industrial
Classification Code Number)
Not Applicable
(I.R.S. Employer
Identification No.)

Foamix Pharmaceuticals Ltd.
2 Holzman Street, Weizmann Science Park
Rehovot 7670402, Israel
Tel: +972-8-9316233
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Tel: +1 (302) 738-6680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all correspondence to:

Phyllis G. Korff, Esq.
Andrea Nicolas, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
4 Times Square
New York, New York 10036
Tel: +1 (212) 735-3000
Fax: +1 (212) 735-2000
Amir Zolty, Adv.
Yingke Israel - Eyal Khayat,
Zolty, Neiger & Co.
9 Hamanofim St., P.O. Box 2136
Herzliya Pituach 46120, Israel
Tel: +972-9-957-7171
Fax: +972-9-957-7177
Colin J. Diamond, Esq.
Joshua G. Kiernan, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: +1 (212) 819-8200
Fax: +1 (212) 354-8113
Clifford M. J. Felig, Adv.
Meitar Liquornik Geva
Leshem Tal
16 Abba Hillel Silver Rd.
Ramat Gan 5250608, Israel
Tel: +972-3-610-3100
Fax: +972-3-610-3111

Approximate date of commencement of proposed sale to the public:
As soon as practicable after effectiveness 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. ☒ File No. 333-203187

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 registered
Proposed maximum
aggregate offering price(1)(2)
Amount of
registration fee
Ordinary shares, par value NIS 0.16 per share
$
11,500,000
 
$
1,337
 


(1)The registrant previously registered ordinary shares with a proposed maximum aggregate offering price of $57,500,000 on a Registration Statement on Form F-1 (File No. 333-203187), which registration statement was declared effective by the Securities and Exchange Commission on April 14, 2015. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, the additional $11,500,000 proposed maximum aggregate offering price, which is no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Registration Statement on Form F-1 (File No. 333-203187), is hereby registered. The aggregate offering price of the ordinary shares registered hereby includes additional ordinary shares that may be purchased by the underwriters.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.

TABLE OF CONTENTS

INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM F-1, FILE NO. 333-203187

Foamix Pharmaceuticals Ltd. hereby incorporates by reference into this Registration Statement on Form F-1 in its entirety the Registration Statement on Form F-1 (File No. 333-203187), as amended, which was declared effective on April 14, 2015 by the Securities and Exchange Commission, including all exhibits thereto.

2

TABLE OF CONTENTS

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel on this 14th day of April, 2015.

FOAMIX PHARMACEUTICALS LTD.
By:
Name: Dov Tamarkin
Title: Chief Executive Officer

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

Signature and Name
Title
Date
Chief Executive Officer
(principal executive officer)
April 14, 2015
Dov Tamarkin
*
Chief Financial Officer
(principal financial officer and
principal accounting officer)
April 14, 2015
Ilan Hadar
*
Chief Innovation Officer and Chairman of the
Board of Directors
April 14, 2015
Meir Eini
*
Director April 14, 2015
Chaim Chizic
*
Director April 14, 2015
Stanley Hirsch
*
Director April 14, 2015
Rex Bright
*
Director April 14, 2015
Darrell Rigel
*
Director April 14, 2015
Stanley Stern
*
Director April 14, 2015
Anna Kazanchyan

* Pursuant to Power of Attorney

Name: Dov Tomarkin
Title: Attorney-in-Fact

3

TABLE OF CONTENTS

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-1 in Newark, Delaware, on April 14, 2015.

By:
Name: Donald J. Puglisi
Title: Authorized Representative in the United States

4

TABLE OF CONTENTS

EXHIBIT INDEX

Exhibit
No.
Description
5.1 Opinion of Yingke Israel - Eyal Khayat, Zolty, Neiger & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares (including consent)
23.1 Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm
23.2 Consent of Yingke Israel - Eyal Khayat, Zolty, Neiger & Co. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page to the Company’s Registration Statement of Form F-1 (File No. 333-203187) filed with the Commission on April 1, 2015).


Dates Referenced Herein   and   Documents Incorporated by Reference

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