As filed with the Securities and Exchange Commission on August 9, 2005

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under the Securities Act of 1933

 

 

RBC BEARINGS INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware (State or other jurisdiction of incorporation or organization)

3562 (Primary Standard Industrial Classification Code number)

95-4372080 (I.R.S. Employer Identification No.)

 

One Tribology Center

Oxford, CT 06478

Telephone: (203) 267-7001

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Corporation Service Company

2711 Centerville Road

Suite 400

Wilmington, DE 19808

Telephone: (800) 927-9800

 

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes 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: o

 

                If this Form is filed to registered 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. ý

 

                Form S-1: 333-124824

 

                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

 

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

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee(1)
Common Stock, par value $0.01 per share(2)		$14,500,000		$1,706.65

 

(1)                                  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 

(2)                                  Includes 1,000,000 shares of our Common Stock, par value $0.01 per share (“Common Stock”), which may be offered pursuant to this registration statement, which represents additional shares to be sold by Whitney RBHC Investor, LLC, a selling stockholder.  Such amount is in addition to the Common Stock previously registered pursuant to Registrant’s Registration Statement on Form S-1, File no. 333-124824.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

EXPLANATORY NOTE

 

                This Registration Statement is being filed pursuant to Rule 462(b) (this “462(b) Registration Statement”) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-124824) filed by RBC Bearings Incorporated with the Securities and Exchange Commission (the “Commission”) on May 11, 2005, as amended by Amendment No. 1, dated June 26, 2005, Amendment No. 2 dated July 27, 2005, Amendment No. 3 dated August 4, 2005 and Amendment No. 4, dated August 8, 2005, including the exhibits thereto, which was declared effective by the Commission on August 9, 2005, is incorporated herein by reference.

 

                This 462(b) Registration Statement is being filed for the purpose of registering 1,000,000 shares of our common stock, par value $0.01 per share, which will be offered pursuant to this registration statement.  Such shares represent additional shares to be sold by Whitney RBHC Investor, LLC, a selling stockholder.

 

                We hereby certify to the Securities and Exchange Commission that:

 

* We have instructed our bank to pay the Securities and Exchange Commission the filing fee set forth on the cover page of this registration statement by a wire transfer of that amount to the account of the Securities and Exchange Commission at Mellon Bank as soon as practicable (but no later than the close of business on August 10, 2005).

 

* we will not revoke those instructions;

 

* we have sufficient funds in the relevant account to cover the amount of the filing fee; and

 

* we will confirm receipt of the instructions by our bank during the bank’s regular hours of business on August 10, 2005.

 

 

 

SIGNATURES

        Pursuant to the requirements of the Securities Act, as amended, the registrant has duly caused this 462(b) Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Oxford, Connecticut on August 9, 2005.

	RBC BEARINGS INCORPORATED
	By:	/s/  DANIEL A. BERGERON
		Name:	Daniel A. Bergeron
		Title:	Chief Financial Officer

 

                Pursuant to the requirements of the Securities Act, this 462(b) Registration Statement has been signed by the following persons in the capacities indicated on August 9, 2005.

Signature		Title
*		Chief Executive Officer
Dr. Michael J. Hartnett		(Principal Executive Officer and Chairman)
/s/  DANIEL A. BERGERON		Chief Financial Officer
Daniel A. Bergeron		(Principal Financial and Accounting Officer)
		Director
Robert Anderson
*		Director
Richard R. Crowell
*		Director
William P. Killian
*		Director
Michael Stone
*		Director
Dr. Amir Faghri

 

*By:	/s/  DANIEL A. BERGERON
	Daniel A. Bergeron
	as attorney-in-fact

 

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ITEM 16. EXHIBITS.

 

The exhibits filed as part of this Registration Statement are as follows:

 

EXHIBIT
NUMBER		DESCRIPTION
5.1		Opinion of Counsel
23.1		Consent of Accountants
23.2		Consent of Kirkland & Ellis LLP*
24.1		Power of Attorney (incorporated by reference to Registration Statement on Form S-1 (File No.333-124824) filed May 11, 2005, as amended).

 

* Included in Exhibit 5.1.

 

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Exhibit 5.1

 

[Letterhead of Kirkland & Ellis LLP]

 

August    , 2005

 

RBC Bearings Incorporated

One Tribology Center

Oxford, CT 06478

 

Ladies and Gentlemen:

 

We are acting as special counsel to RBC Bearings Incorporated, a Delaware corporation (the “Company”), in connection with the proposed registration by the Company of shares of its Common Stock, par value $0.01 per share (the “Common Stock”), including shares of its Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2005 under the Securities Act of 1933 (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”) and a Registration Statement filed pursuant to Rule 462(b) (the “462(b) Registration Statement”).  The shares of Common Stock to be sold by the selling stockholders identified in the 462(b) Registration Statement are referred to herein as the “462(b) Secondary Shares.”

 

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Restated Certificate of Incorporation (the “Restated Charter”) of the Company in the form filed as Exhibit 3.1 to the Registration Statement to be filed with the Secretary of State of the State of Delaware prior to the sale of the shares of Common Stock registered pursuant to the Registration Statement (the “Shares”); (ii) the Bylaws (the “Bylaws”) of the Company in the form filed as Exhibit 3.2 to the Registration Statement; (iii) the form of purchase agreement attached as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”); (iv) resolutions of the Board of Directors and stockholders of the Company with respect to this issuance and sale of the Firm Shares and the original issuance of the Secondary Shares (the “Resolutions”); and (v) the Registration Statement.

 

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.  We have

 

Chicago

London

Los Angeles

San Francisco

Washington, D.C.

 

 

 

also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto.  In rendering the opinion set forth below with respect to the Secondary Shares, we have assumed that the Company has received the entire amount of the consideration contemplated by the Resolutions of the Board of Directors of the Company authorizing the issuance of such shares of Common Stock.  We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.

 

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, when (i) the Restated Charter is filed with the Secretary of State of the State of Delaware, (ii) the final Underwriting Agreement is duly executed and delivered by the parties thereto, and (iii) the Registration Statement becomes effective under the Act:

 

1.             The 462(b) Secondary Shares will be duly authorized and validly issued, fully paid and non-assessable

 

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

 

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the 462(b) Registration Statement.  We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

 

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

 

This opinion is furnished to you in connection with the filing of the 462(b) Registration Statement.

 

2

 

	Sincerely,
	KIRKLAND & ELLIS LLP

 

3

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions “Summary Financial Data”, “Selected Consolidated Historical Financial Data” and “Experts” and to the use of our report dated June 10, 2005, except for Note 21 as to which the date is June 13, 2005 and Note 22 as to which the date is August 2, 2005, in the Registration Statement (Form S-1 No. 333-124824) and related Prospectus of RBC Bearings Incorporated, as amended through August 8, 2005 (the “Registration Statement”), and to the incorporation by reference of such Registration Statement in its entirety in the Registration Statement filed pursuant to Rule 462(b) of the Securities Act of 1933 filed on Form S-1 (Form S-1 No. 333-) on August 9, 2005.

/s/ Ernst & Young LLP

Hartford, Connecticut
August 3, 2005