AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 2006
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST SOLAR, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3674 20-4623678
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(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
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4050 EAST COTTON CENTER BOULEVARD
BUILDING 6, SUITE 68
PHOENIX, ARIZONA 85040
(602) 414-9300
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(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
MICHAEL J. AHEARN
CHIEF EXECUTIVE OFFICER
FIRST SOLAR, INC.
4050 EAST COTTON CENTER BOULEVARD
BUILDING 6, SUITE 68
PHOENIX, ARIZONA 85040
(602) 414-9300
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(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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WITH COPIES TO:
John T. Gaffney, Esq. John D. Wilson, Esq.
Cravath, Swaine & Moore LLP Shearman & Sterling LLP
Worldwide Plaza 1080 Marsh Road
825 Eighth Avenue Menlo Park, California 94025
New York, New York 10019 (650) 838-3600
(212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
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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, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |X| File No. 333-135574
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. |_|
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE(3)
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Common Stock, par value $0.001 per share $76,475,000 $8,183
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of
1933. The proposed maximum offering price includes shares of common
stock that may be purchased by the underwriters to cover
over-allotments, if any.
(2) In accordance with Rule 462(b) promulgated under the Securities Act
of 1933, as amended, an additional amount of securities having a
proposed maximum aggregate offering price of no more than 20% of the
maximum aggregate offering price of the securities eligible to be
sold under the related Registration Statement on Form S-l (File No.
333-135574), as amended, is hereby registered.
(3) The registrant previously registered an aggregate of $382,375,000 in
Common Stock, par value $0.001 per share, on the Registration
Statement on Form S-l (File No. 333-135574), for which a filing fee
of $40,914.13 was previously paid.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
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EXPLANATORY NOTE
We are filing this registration statement with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This registration statement relates to the public offering of securities
contemplated by the registration statement on Form S-1 (File No. 333-135574),
originally filed by us on June 30, 2006, as amended, and is being filed for the
sole purpose of increasing the maximum aggregate offering price of our common
stock, par value $0.001 per share, to be registered by $76,475,000. The
information set forth in the registration statement on Form S-1 filed by us with
the Securities and Exchange Commission (File No. 333-135574), which was declared
effective by the Commission on November 16, 2006, is incorporated by reference
herein.
The required opinions and consents are listed on the exhibit index attached
hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-135574 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following, which are filed
herewith.
Exhibit Number Description of Document
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5.1 Opinion of Cravath, Swaine & Moore LLP
23.1 Consent of Cravath, Swaine & Moore LLP (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm
24.1* Powers of Attorney of the directors and officers of the
registrant
* Previously filed with the Commission in connection with the Registration
Statement on Form S-1 (File No. 333-135574), originally filed on June 30,
2006 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in Phoenix, Arizona on
November 16, 2006.
First Solar, Inc.
By: /s/ Jens Meyerhoff
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NAME: Jens Meyerhoff
TITLE: Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
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* President, Chief Executive Officer
------------------ and Director November 16, 2006
Michael J. Ahearn (Principal Executive Officer)
* Chief Financial Officer November 16, 2006
------------------ (Principal Financial and Principal
Jens Meyerhoff Accounting Officer)
* Director November 16, 2006
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James F. Nolan
* Director November 16, 2006
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Bruce Sohn
* Director November 16, 2006
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Michael Sweeney
By: /s/ Jens Meyerhoff
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Jens Meyerhoff
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description of Document
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5.1 Opinion of Cravath, Swaine & Moore LLP
23.1 Consent of Cravath, Swaine & Moore LLP (included in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm
24.1* Powers of Attorney of the directors and officers of the
registrant
* Previously filed with the Commission in connection with the Registration
Statement on Form S-1 (File No. 333-135574), originally filed on June 30, 2006
and incorporated herein by reference.