As filed with the Securities and Exchange Commission on March 29, 2012

 

Registration No. 333-          

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

 

ENPHASE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		3674		20-4645388
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

201 1st Street, Suite 100

Petaluma, California 94952

(707) 774-7000

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

 

 

 

Paul B. Nahi

Chief Executive Officer

c/o Enphase Energy, Inc.

201 1st Street, Suite 100

Petaluma, California 94952

(707) 774-7000

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

 

 

 

Copies to:

 

John H. Sellers Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 (650) 843-5000		Bruce K. Dallas Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

 

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, as amended (the “Securities Act”), 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 333-174925

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. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

 

 

 

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 (2)		Amount of Registration Fee (3)
Common stock, $0.00001 par value		1,951,515		$6.00		$11,709,090		$1,341.86

 

(1)

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. 333-174925).

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3)

The Registrant previously paid $11,610 in connection with the filing of the Registration Statement on Form S-1 (Registration No. 333-174925) on June 15, 2011. Of that amount, $6,709.31 was paid in connection with registering $58,545,452 worth of its common stock. Pursuant to Rule 457(p) of the Securities Act, the remainder satisfies in full the amount due under 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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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock of the Registrant contemplated by the Registration Statement on Form S-1, as amended (File No. 333-174925), originally filed by the Registrant on June 15, 2011 (the “Prior Registration Statement”), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference.

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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 Petaluma, State of California, on the 29^th day of March, 2012.

 

 

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

 

 

Signature		Title		Date
/s/ Paul B. Nahi Paul B. Nahi		President and Chief Executive Officer (Principal Executive Officer)		March 29, 2012
/s/ Sanjeev Kumar Sanjeev Kumar		Chief Financial Officer (Principal Financial and Accounting Officer)		March 29, 2012
* Raghuveer R. Belur		Director		March 29, 2012
* Neal Dempsey		Director		March 29, 2012
* Steven J. Gomo		Director		March 29, 2012
* Benjamin Kortlang		Director		March 29, 2012
* Jameson J. McJunkin		Director		March 29, 2012
* Chong Sup Park		Director		March 29, 2012
* Robert Schwartz		Director		March 29, 2012
* Stoddard M. Wilson		Director		March 29, 2012

*By:  /s/ Paul B. Nahi

Paul B. Nahi Attorney-in-Fact

 

The Power of Attorney granted by each director was filed as an exhibit to the Prior Registration Statement.

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EXHIBIT INDEX

 

Exhibit Number				Description
	5.1			Opinion of Cooley LLP
	23.1			Consent of Deloitte & Touche LLP, independent registered public accounting firm
	23.2			Consent of Cooley LLP (included in Exhibit 5.1)
	24.1	*		Power of Attorney

 

*

Incorporated by reference from the Prior Registration Statement.

Exhibit 5.1

 

March 29, 2012

 

Enphase Energy, Inc.

201 1st Street, Suite 100

Petaluma, CA 94952

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing by Enphase Energy, Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering an underwritten public offering of up to 1,951,515 shares of common stock, par value $0.00001, including 254,545 shares of common stock that may be sold pursuant to the exercise of an over-allotment option (the “Shares”). The Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1, as amended (File No. 333-174925) (the Prior Registration Statement”), including the prospectus included therein (the “Prospectus”), are incorporated by reference in the Registration Statement.

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.3 to the Prior Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.5 to the Prior Registration Statement, each of which will be in effect upon the closing of the offering contemplated by the Registration Statement, and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

COOLEY LLP

 

By:		/s/ John H. Sellers
		John H. Sellers

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 22, 2012 (March 28, 2012 as to the effects of the reverse split described in the first paragraph of Note 17 and the second paragraph of Note 17) relating to the consolidated financial statements of Enphase Energy, Inc. appearing in the Prospectus, included in Registration Statement No. 333-174925.

 

We also consent to the reference to us under the heading “Experts” in such Prospectus, included in Registration Statement No. 333-174925.

 

/s/ DELOITTE & TOUCHE LLP

 

San Francisco, California

March 29, 2012