As filed with the Securities and Exchange Commission on May 18, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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90-0475355
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Patrick J. Mahaffy
President and Chief Executive Officer
Clovis Oncology, Inc.
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Thomas Mark, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
(212) 728-8000
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Paul Gross
Executive Vice President and General Counsel
Clovis Oncology, Inc.
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
(303) 625-5000
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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. ☐
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 of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
333-235536
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of Securities to be registered
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Proposed maximum
aggregate offering
price
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Amount of
registration fee (2)
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Common Stock, par value $0.001 per share
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$17,111,293(1)
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$2,222
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(1)
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In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional indeterminate amount
of shares of common stock of the registrant having a proposed maximum aggregate offering price of $17,111,293 is hereby registered representing 20% of the maximum aggregate offering price of unsold securities remaining under the registrant’s
Registration Statement on Form S-3 (File No. 333-235536), as amended, which was declared effective by the Securities and Exchange Commission on December 30,
2019. The proposed maximum offering price per share will be determined from time to time by the Registrant in connection with, and at the time of, the issuance by the Registrant of the securities registered hereunder.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act. Represents the registration fee only for the
additional amount of securities being registered.
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This Registration Statement shall become effective upon filing with the Securities
and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.