As filed with the Securities and Exchange Commission on November 8, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Apria, Inc.
(Exact Name
of Registrant as Specified in its Charter)
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Delaware
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8082
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82-4937641
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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7353 Company Drive
Indianapolis, Indiana 46237
Telephone: (800) 990-9799
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Michael-Bryant Hicks
Executive Vice President, General Counsel and Secretary
Apria, Inc.
7353 Company
Drive
Indianapolis, Indiana 46237
Telephone: (800) 990-9799
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Edgar J. Lewandowski
William R. Golden III
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New
York, New York 10017
Telephone: (212) 455-2000
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Michael Kaplan
Deanna L. Kirkpatrick
Davis
Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
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Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration
Statement is declared effective.
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. ☐
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. ☐
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, 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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☐
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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 the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Aggregate
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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5,175,000
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$35.76
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$185,058,000
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$17,154.88
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(1)
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Includes 675,000 shares of common stock that are subject to the underwriters option to purchase
additional shares.
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(2)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule
457(c) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low price of the Registrants shares of common stock on November 5, 2021, as reported on The
Nasdaq Stock Market 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.