Edgar Filing: Platform Specialty Products Corp

fs3a_020915.htm

As filed with the Securities and Exchange Commission on February 12, 2015

Registration Statement No. 333-201817

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO.1

FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

Platform Specialty Products Corporation

(Exact name of registrant as specified in its charter)

Delaware	2890	37-1744899
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

5200 Blue Lagoon Drive, Suite 855

Miami, FL 33126

(203) 575-5850

(Address, Including Zip Code and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Frank J. Monteiro

Chief Financial Officer

5200 Blue Lagoon Drive, Suite 855

Miami, FL 33126

(203) 575-5850

(Name, Address, Including Zip Code and Telephone Number,

Including Area Code, of Agent for Service)

With a Copy to:

Donn A. Beloff, Esq.

Jason T. Simon, Esq.

Greenberg Traurig, P.A.

401 East Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

(954) 765-0500

Approximate date of commencement of proposed sale to the public: From time to time on or 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. o

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. þ

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. o

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 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. o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	þ	Smaller reporting company	o

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, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained in this Registration Statement includes shares registered in the Registrant’s registration statements on Form S-1 (File No. 333-196235 and File No. 333-199817).

Explanatory Note

This registration statement on Form S-3 is being filed to satisfy our obligations under a registration rights agreement we entered into on November 7, 2013 with funds managed by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”) pursuant to which we agreed to file a registration statement for Pershing Square promptly after we became eligible to file a registration statement on Form S-3. We became eligible to file a registration statement on Form S-3 on January 23, 2015, and initially filed the registration statement promptly thereafter as required by that agreement. This registration statement on Form S-3 is also being filed to convert our resale registration statements (for which an aggregate of 35,559,099 shares of our common stock remain available for resale thereunder) on Form S-1 (File Nos. 333-196235 and 333-199817), initially filed with the SEC on May 23, 2014 and on November 3, 2014, respectively (and amended and supplemented from time to time), into a registration statement on Form S-3. All filing fees payable in connection with the registration of the aforementioned securities were previously paid in connection with the filing of the original registration statements. Pursuant to SEC Rule 429, this registration statement and the combined prospectus contained herein will also act, upon effectiveness, as a post-effective amendment to the earlier registration statements on Form S-1. The registration of the Shares (as defined herein) should not be construed as reflecting the present intention by any selling stockholder to sell any Shares.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED FEBRUARY 12, 2015

PRELIMINARY PROSPECTUS

68,892,429 Shares

Platform Specialty Products Corporation

Common Stock

This prospectus relates to the resale of up to 68,892,429 shares of our common stock (the “Shares”), which may be offered for sale from time to time by the selling stockholders named in this prospectus.

The selling stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Shares in a number of different ways and at varying prices. See “Plan of Distribution” beginning on page 10 of this prospectus for more information.

Our shares of common stock are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “PAH.” The closing sale price on the NYSE for our shares of common stock on February 11, 2015 was $22.75 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 3.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we nor the selling stockholders have authorized anyone to provide you with different information. The selling stockholders are not making an offer of the Shares in any state where such offer is not permitted.

The date of this prospectus is , 2015.

TABLE OF CONTENTS

	Page

About This Prospectus	i

Where You Can Find More Information	ii

Information Regarding Forward-Looking Statements	iv

The Offering	1

Our Company	2

Risk Factors	3

Use of Proceeds	4

Selling Stockholders	5

Plan of Distribution	10

Description of Capital Stock	12

Legal Matters	16

Experts	16

ABOUT THIS PROSPECTUS

No person has been authorized to give any information or make any representation concerning us, the selling stockholders or the Shares to be registered hereunder (other than as contained in this prospectus) and, if any such other information or representation is given or made, you should not rely on it as having been authorized by us or the selling stockholders. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or as otherwise set forth in this prospectus.

The selling stockholders named herein are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

As used in this prospectus, unless the context otherwise requires, all references to “we,” “us,” “our,” the “Company” and “Platform” refer to Platform Specialty Products Corporation, a Delaware corporation, and its subsidiaries, collectively.

All references in this prospectus to the “MacDermid Acquisition” refer to our acquisition of MacDermid Holdings, LLC and its subsidiaries on October 31, 2013.

All references in this prospectus to the “Agriphar Acquisition” refer to our acquisition of Percival S.A., including Percival S.A.’s agrochemical business, Agriphar, on October 1, 2014.

All references in this prospectus to the “CAS Acquisition” refer to our acquisition of the Chemtura AgroSolutions business of Chemtura Corporation on November 3, 2014.

All references in this prospectus to the “Arysta Acquisition” refer to our proposed acquisition of Arysta LifeScience Limited pursuant to a share purchase agreement dated October 20, 2014. The proposed Arysta Acquisition is expected to close in the first quarter of 2015, subject to closing conditions customary for a transaction of this type.

All references in this prospectus to the “Acquisitions” refer to the Agriphar Acquisition, the CAS Acquisition and the Arysta Acquisition, collectively.

All references to “this prospectus” refer to this prospectus and any applicable prospectus supplement, unless the context otherwise requires.

All references in this prospectus to our “common stock” refer to the common stock of Platform, par value $0.01 per share.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 under the Securities Act of 1993, as amended (the “Securities Act”) with respect to the Shares offered by this prospectus. This prospectus, which forms a part of such registration statement, does not contain all of the information included in the registration statement. For further information pertaining to us and our common stock, including the Shares, you should refer to the registration statement and to its exhibits. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or a report we file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), you should refer to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit to a registration statement or report is qualified in all respects by the filed exhibit.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov and on our corporate website at www.platformspecialtyproducts.com. Information on our website does not constitute part of this prospectus. You may inspect without charge any documents filed by us at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of these materials from the SEC upon the payment of certain fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available at the office of the New York Stock Exchange located at 20 Broad Street, New York, New York 10005.

We “incorporate by reference” into this prospectus documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and information that we file later and incorporate by reference into this prospectus, you should rely on the information contained in the document that was filed later.

In particular, we incorporate by reference into this prospectus the documents listed below and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing of the registration statement that contains this prospectus and prior to the time that all the securities offered by this prospectus have been sold by the selling stockholders as described in this prospectus (other than, in each case, documents or information deemed to have been “furnished” and not “filed” in accordance with SEC rules) or such registration statement has been withdrawn:

our annual report on Form 10-K for the fiscal year ended December 31, 2013, filed on March 31, 2014, including items required by Part III of Form 10-K incorporated by reference from our definitive proxy statement on Schedule 14A, filed on April 25, 2014 (the “Annual Report”), as recast by our current report on Form 8-K filed on September 26, 2014 (the “Recast Form 8-K”);

our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2014, filed on May 7, 2014, as recast by the Recast Form 8-K, our quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed on August 6, 2014, and our quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2014, filed on November 14, 2014;

our current reports on Form 8-K, filed on March 5, 2014, March 7, 2014, April 7, 2014, April 8, 2014, April 17, 2014, May 6, 2014, May 15, 2014, May 21, 2014, June 13, 2014, July 11, 2014, July 21, 2014, August 6, 2014, August 8, 2014, October 1, 2014, October 8, 2014, October 20, 2014, October 21, 2014, October 30, 2014, November 3, 2014 (as amended by the Form 8-K/A filed on November 21, 2014), November 3, 2014 (as amended by the Form 8-K/A filed on November 21, 2014 and further amended by the Form 8-K/A filed on December 12, 2014), November 6, 2014, November 17, 2014, December 4, 2014, January 2, 2015, January 12, 2015, January 26, 2015, January 30, 2015, February 3, 2015 and the Recast Form 8-K; and

the description of our common stock set forth in our registration statement on Form 8-A filed on January 21, 2014 pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of the registration statement, the above filings and any future filings that are incorporated by reference into this prospectus, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or calling us at the following address:

Platform Specialty Products Corporation

245 Freight Street

Waterbury, CT 06702

Attn: Investor Relations

Tel: (561) 406-8465

iii

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains and incorporates by reference “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Such statements are usually identified by the use of words or phrases such as “believes,” “anticipates,” “expects,” “estimates,” “planned,” “outlook,” “could,” “intend,” and “goal” or the negative version of these words or comparable words, although not all forward-looking statements contain such identifying words. These statements concern expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties, and we urge you not to place undue reliance on any forward looking statements, which reflect management’s current expectations and assumptions about future events and are based on currently available information as to the timing and outcome of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors.”

Each of the forward-looking statements included in or incorporated by reference into this prospectus speaks only as of the date on which that statement is made. We expressly disclaim any obligation to update or revise any forward-looking statement, all of which are expressly qualified in their entirety by this cautionary statement, whether as a result of new information, future events or otherwise. Historical results are not necessarily indicative of the results expected for any future period.

Forward-looking statements included in and incorporated by reference into this prospectus include:

•

statements regarding our ability to consummate the Arysta Acquisition, and regarding the anticipated benefits of such acquisition, if and when consummated;

•

our belief that a majority of our operations hold strong positions in the product markets they serve;

•

our expectation that sales from international markets will represent an increasing portion of our net sales;

•

our beliefs regarding our ability to build our core businesses, successfully enter new markets, selectively pursue strategic acquisitions and capitalize on future growth opportunities;

•

our intent to improve revenue growth over the longer term;

•

our belief that our proprietary technology, extensive industry experience and customer service-focused business model is difficult for competitors to replicate;

•

our belief that our cash conversion rate (the proportion of our profits converted into cash flow) is higher than a majority of the companies in our sector;

•

our estimates regarding the annual cost cash savings resulting from headcount reductions;

•

our beliefs regarding the sufficiency of our liquidity and capital resources to meet our working capital needs, capital expenditures and other business requirements for the next twelve months;

•

our estimates regarding future cash capital expenditures, including expenditures relating to investment and expansion plans relating to product development and sales and environmental, health and safety capital expenditures;

•

the anticipated synergies from the Acquisitions;

•

our estimates regarding our new AgroSolutions operating segment’s results and financial condition;

•

our ability to obtain required governmental approvals and registrations for our products;

•

our belief that we will not be materially affected by environmental remediation costs or any related costs at certain contaminated manufacturing sites;

•

our belief that the resolution of various legal proceeding pending against us, to the extent not covered by insurance, will not have a material adverse effect on our liquidity;

•

our belief is that we have customary levels of insurance for a company of our size in our industry;

•

our expectation that our customary off-balance sheet arrangements will not have a current or future material impact on our financial condition;

•

our expectation that recent accounting pronouncements will not have a material impact on our financial statements; and

•

our belief that our exposure to counterparty risk is immaterial.

These forward-looking statements reflect our current views about future events and are subject to risks, uncertainties and assumptions. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement. The most important factors that could prevent us from achieving our goals, and cause the assumptions underlying forward-looking statements and the actual results to differ materially from those expressed in or implied by those forward-looking statements include, but are not limited to, the following:

•

conditions in the global economy;

•

the variability of our operating results between periods and the resulting difficulty in forecasting future operating results;

•

the need for increased spending on capital expenditures to meet customer demand and pursue growth opportunities;

•

our ability to compete successfully within our industry;

•

our substantial international operations;

•

fluctuations in foreign currency exchange rates;

•

changes in our customers’ products and processes;

•

the fact that we do not enter into long-term contracts with certain of our customers and the potential loss of those customers;

•

decreases in the average selling prices of products in our industry;

•

increases in the cost, or reductions in the supply, of the specialty and commodity chemicals used in our manufacturing processes;

•

our ability to comply with extensive regulations applicable to agrochemical products;

•

costs related to compliance with health, safety and environmental laws and regulations, including global climate change legislation;

•

our ability to maintain and enhance our technological capabilities and to respond effectively to technological changes in our industry;

•

our substantial level of indebtedness and the effect of restrictions on our operations set forth in the documents that govern such indebtedness;

•

our compliance with certain financial maintenance covenants in our revolving credit facility and the effect on our liquidity of any failure to comply with such covenants;

•

our ability to protect our intellectual property, on which our business is substantially dependent, and our success in avoiding infringing the intellectual property rights of others;

•

acquisitions of businesses and our ability to integrate acquired operations into our operations, including, but not limited to, the Acquisitions;

•

the inherently hazardous nature of chemical manufacturing in industries including agricultural, electronics, graphic arts, metal and plastic plating;

•

the costs of complying with government regulations and obtaining regulatory approval of our products;

•

risks related to the evaluation of our intangible asset values and the possibility of write-downs;

•

the loss of the services of key personnel;

•

our relationship with our employees;

•

disruptions in our operations or the operations of our suppliers, distributors, resellers or customers as a result of extraordinary events;

•

our ability to realize a benefit from our productivity initiatives; and

•

our role as a defendant in litigation that results from our business, including costs related to any damages we may be required to pay as a result of product liability claims brought against our customers.

THE OFFERING

Issuer		Platform Specialty Products Corporation

Shares offered for Resale by the Selling Stockholders		68,892,429 Shares

Common Stock outstanding prior to any Resale of Shares		192,129,352 Shares

Use of Proceeds		The selling stockholders will receive all of the proceeds from the sale of any Shares sold by them pursuant to this prospectus. We will not receive any proceeds from these sales. See “Use of Proceeds” in this prospectus.

Market for our Common Stock		Our shares of common stock are currently listed on the NYSE.

NYSE Ticker Symbol		“PAH”

Risk Factors		Any investment in the Shares is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” on page 3 of this prospectus.

OUR COMPANY

We are a global producer of high technology specialty chemical products and provider of technical services. Our business involves the manufacture of a broad range of specialty chemicals, created by blending raw materials, and the incorporation of these chemicals into multi-step technological processes. These specialty chemicals and processes are sold into multiple industries including agricultural, electronics, graphic arts, metal and plastic plating, and offshore oil production and drilling.

As our name “Platform Specialty Products Corporation” implies, we continually seek opportunities to act as an acquirer and consolidator of specialty chemical businesses on a global basis, particularly those meeting Platform’s “Asset-Lite, High-Touch” philosophy, which involves prioritizing extensive resources to research and development and highly technical, post-sale customer service, while managing conservatively our investments in fixed assets and capital expenditures. To date, Platform has completed three acquisitions, the MacDermid Acquisition on October 31, 2013, the Agriphar Acquisition on October 1, 2014, and the CAS Acquisition on November 3, 2014. On October 20, 2014, Platform announced the proposed Arysta Acquisition, which is expected to close in the first quarter of 2015, subject to closing conditions customary for a transaction of this type.

Until consummation of the CAS Acquisition, we managed our business in two operating segments: Performance Materials and Graphic Solutions. Upon consummation of the CAS Acquisition, we created a new operating segment, AgroSolutions, which includes Agriphar’s and CAS’ complementary businesses. Upon consummation of the Arysta Acquisition, AgroSolutions will also include Arysta’s business.

We sell our products into three main geographic regions: the Americas, Asia and Europe. Currently, we operate, or others operate on our behalf, facilities in over 20 countries, in addition to our operations in the United States. We employ approximately 1,900 full-time employees worldwide, including approximately 1,000 research and development chemists and experienced technical service and sales personnel. Historically, CAS has expanded its presence in worldwide targeted markets, such as Africa, Europe, Latin America and the Middle East. Arysta’s products serve a broad and diverse geographic mix, also focusing on high-growth regions such as Africa, Central and Eastern Europe, China, Latin America, the Middle East and South Asia, which collectively accounted for 68.6% of Arysta’s sales in 2013.

On November 7, 2013, we entered into a registration rights agreement (the “PS Registration Rights Agreement”) with funds managed by Pershing Square Capital Management, L.P., a Delaware limited partnership (“Pershing Square”), for the resale of the shares those funds own from time to time. As of February 12, 2015, those funds own 42,737,394 shares of our common stock, or approximately 22.2% of our outstanding shares of common stock, of which 9,404,064 shares were previously registered for resale on a registration statement on Form S-1 (File No. 333-199817), declared effective on November 10, 2014 (the “November Resale Registration Statement”), pursuant to a separate registration rights agreement. This registration statement is being filed to satisfy our obligations under the PS Registration Rights Agreement. In addition, this registration statement is being filed to cover the public resale of Shares previously registered under (i) the November Resale Registration Statement, which was filed in connection with a private placement of an aggregate of 25,465,024 shares completed on October 8, 2014 and November 6, 2014 (the “October/November Private Placement”), and (ii) a registration statement on File S-1 (File No. 333-196235), declared effective on June 19, 2014 (the “May Resale Registration Statement” and, together with the November Resale Registration Statement, the “Resale Registration Statements”), which was filed in connection with a private placement of 15,800,000 shares completed on May 20, 2014 (the “May Private Placement”).

Our principal executive offices are located at 5200 Blue Lagoon Drive, Suite 855, Miami, FL 33126 and our telephone number is (203) 575-5850. We maintain a website at www.platformspecialtyproducts.com where general information about us is available. Information on, or accessible through, our website is not part of this prospectus.

RISK FACTORS

Any investment in the Shares is speculative and involves a high degree of risk. You should consider carefully the risk factors contained in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the SEC and incorporated herein by reference. You should also carefully consider the information set forth under “Risk Factors” in any applicable prospectus supplement and in our filings with the SEC pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, incorporated by reference herein. You should also consider all other information contained in and incorporated by reference into this prospectus or any applicable prospectus supplement before making an investment decision. Additional risks and uncertainties that are currently unknown to us or that we currently consider to be immaterial may also adversely impair our business or adversely affect our financial condition or results of operations. If any of the events described in the risk factors incorporated by reference in this prospectus occurs, our business, financial condition or results of operations could be materially and adversely affected.

USE OF PROCEEDS

We will not receive any proceeds from the sale of any Shares by the selling stockholders.

The selling stockholders will receive all of the net proceeds from the sale of any Shares under this prospectus. The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax, legal services or any other expenses incurred by the selling stockholders in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus.

SELLING STOCKHOLDERS

This prospectus covers the public resale of the Shares owned by the selling stockholders listed in the table below. The selling stockholders may from time to time offer and sell pursuant to this prospectus any or all of the Shares owned by them. The selling stockholders, however, make no representation that the Shares will be offered for sale. The table below presents information regarding the selling stockholders and the Shares that they may offer and sell from time to time under this prospectus.

The following table sets forth:

the number of Shares beneficially owned by the selling stockholders and their affiliates prior to the sale of the Shares covered by this prospectus;

the number of Shares that may be offered by the selling stockholders pursuant to this prospectus;

the number of Shares to be beneficially owned by the selling stockholders and their affiliates following the sale of any Shares covered by this prospectus; and

the percentage of our issued and outstanding common stock to be beneficially owned by the selling stockholders and their affiliates following the sale of all Shares covered by this prospectus (based on 192,129,352 shares of our common stock outstanding as of February 12, 2015).

All information with respect to common stock ownership of the selling stockholders has been furnished by or on behalf of the selling stockholders. We believe, based on information supplied by the selling stockholders, that except as may otherwise be indicated in the table below, the selling stockholders and their affiliates listed in any footnote to the table below have sole voting and dispositive power with respect to the common stock reported as beneficially owned by them. Because the selling stockholders may sell some or all of the Shares included in this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the Shares, no estimate can be given as to the number of Shares available for resale hereby that will be held by the selling stockholders in the future. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the common stock they hold in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth on the table below. We have, therefore, assumed for the purposes of the following table, that the selling stockholders will sell all of the Shares owned beneficially by them and their affiliates listed in any footnote to the table below that are covered by this prospectus. Unless otherwise indicated in the table below, Shares in the table below refer to shares of outstanding common stock.

Name of Selling Stockholder (1)	Number of Shares Beneficially Owned Prior to this Offering		Number of Shares Available Pursuant to this Prospectus		Number of Shares Beneficially Owned After Sale of Shares		Percent of Outstanding Common Stock Beneficially Owned After Sale of Shares
Alpha Opportunities Fund (Nominee: Snailmarker & Co.)** (2)		578,260		534,774		43,486		*
Alpha Opportunities Trust (Nominee: Snaildive & Co.)** (2)		256,101		241,635		14,466		*
Amici Capital, LLC (3)		4,007,884		975,000		3,032,844		1.6	%
Anchor Series Capital Appreciation Portfolio (2)		812,274		486,056		326,218		*
Barclays Bank UK Retirement Fund (2)		184,816		81,579		103,237		*
Entities affiliated with Blue Ridge Capital, L.L.C. (4)
Blue Ridge Limited Partnership		5,939,969		2,041,066		3,898,903		2.0	%
Blue Ridge Offshore Master Limited Partnership		3,060,031		912,822		2,147,209		1.1	%
Calm Waters Partnership (5)		164,465		164,465		—		—
Clear Bridge Special Investment Trust** (6)		460,000		460,000		—		—
ConocoPhillips Retirement Plan (Nominee: Mac & Co.) (2)		40,334		40,334		—		—
Corvex Master Fund, L.P. (7)		6,386,664		6,386,664		—		—
Desjardins American Equity Growth Fund (Nominee: Desjardins Trust) (2)		71,261		71,261		—		—
Dow Retirement Group Trust (Nominee: Ell & Co.) (2)		26,584		20,468		6,116		*
Falcon Edge Global Master Fund, LP (8)		3,435,000		1,560,000		1,875,000		*

Name of Selling Stockholder (1)	Number of Shares Beneficially Owned Prior to this Offering		Number of Shares Available Pursuant to this Prospectus		Number of Shares Beneficially Owned After Sale of Shares		Percent of Outstanding Common Stock Beneficially Owned After Sale of Shares
GAM Star Capital Appreciation Fund (Nominee: Cudd & Co.) (2)		304,756		71,620		233,136		*
Global Multi-Strategy Fund (Nominee: Hare & Co.) (2)		124,230		98,750		25,480		*
Harbor Mid Cap Growth Fund (2)		523,399		144,483		378,916		*
Hartford Capital Appreciation HLS Fund (Nominee: Cudd & Co.) (2)		322,829		188,412		134,417		*
Hartford Global Capital Appreciation Fund (Nominee: Cudd & Co.) (2)		183,150		183,150		—		—
Hartford Small Company HLS Fund (Cudd & Co.) (2)		786,901		698,780		88,121		*
Hartford Growth Opportunities HLS Fund (Nominee: Cudd & Co.) (2)		959,620		419,856		539,764		*
John Hancock Funds II Small Cap Growth Fund (Nominee: Snailcreek & Co.)** (2)		152,289		141,171		11,118		*
John Hancock Pension Plan** (Nominee: Stormbeach & Co.) (2)		34,312		29,353		4,959		*
John Hancock Seaport Fund** (2)		83,720		74,705		9,015		*
John Hancock Variable Insurance Trust Small Cap Growth Trust (Nominee: Beachcraft & Co.) (2)		314,696		294,896		19,800		*
JPMorgan Chase Retirement Plan (Nominee: Cudd & Co.) (2)		82,700		41,720		40,980		*
MassMutual Select Small Cap Growth Equity Fund** (2)		155,332		47,772		107,560		*
Mid Cap Growth Portfolio (2)		50,385		15,033		35,352		*
Mid Cap Stock Fund** (2)		1,168,169		342,480		825,689		*
Mid Cap Stock Trust** (2)		608,395		184,501		423,864		*
MML Small Cap Growth Equity Fund** (2)		53,051		18,925		34,126		*
Molson Coors (UK) Pension Plan (Nominee: Ell & Co.) (2)		196,925		128,486		68,439		*
Northeast Utilities Service Company Master Trust (Nominee: Mac & Co.) (2)		49,916		43,261		6,655		*
Optimum Small-Mid Cap Growth Fund (Nominee: Mac & Co.)** (2)		162,091		143,262		18,829		*
Pershing Square Funds (9)		42,737,394		42,737,394		—		—
Pine River Master Fund Ltd. (10)		780,000		780,000		—		—
Pine River Ultra Fund Master Ltd. (10)		780,000		780,000		—		—
Retirement Income Plan for Employees of Armstrong World Industries, Inc. (Nominee: Cudd & Co.) (2)		44,106		44,106		—		—
Russell Global Equity Fund (2)		59,709		48,379		11,330		*
Russell Global Equity Pool (2)		24,471		20,411		4,060		*
Russell Global Opportunities Fund (2)		369,118		295,194		73,924		*
Russell Institutional Funds, LLC – Russell Multi-Asset Core Plus Fund** (2)		61,620		60,440		1,180		*
Russell Investment Company – Russell Global Equity Fund** (2)		528,047		433,823		94,224		*
Russell Trust Company – Multi-Asset Core Fund (2)		113,603		94,543		19,060		*
Russell Trust Company Russell World Equity Fund (2)		69,819		55,989		13,830		*
Samlyn Offshore Master Fund, Ltd. (11)		872,478		166,660		705,818		*
Samlyn Onshore Fund, LP (11)		465,760		93,340		372,420		*
Seneca Capital International Master Fund, L.P. (12)		148,000		128,700		19,300		*
Seneca Capital, L.P. (12)		427,000		371,300		55,700		*
Smithfield Foods Master Trust (2)		36,572		29,472		7,100		*

Name of Selling Stockholder (1)	Number of Shares Beneficially Owned Prior to this Offering		Number of Shares Available Pursuant to this Prospectus		Number of Shares Beneficially Owned After Sale of Shares		Percent of Outstanding Common Stock Beneficially Owned After Sale of Shares
Talpion Equity Partners Master Fund LP (13)		81,066		15,000		66,066		*
The Hartford Capital Appreciation Fund (Nominee: Cudd & Co.) (2)		556,133		427,041		129,092		*
The Hartford Growth Opportunities Fund (Nominee: Cudd & Co.) (2)		2,633,120		1,270,516		1,362,604		*
The Hartford Small Company Fund (Nominee: Cudd & Co.) (2)		508,628		452,570		56,058		*
Tide Point Master Fund, Ltd. (14)		425,000		200,000		225,000		*
TOMS Capital Investments LLC (15)		1,953,888		1,953,888		—		—
Treasurer of the State of North Carolina Equity Investment Fund Pooled Trust (Nominee: Mac & Co.) (2)		107,203		107,203		—		—
Trustees of Hamilton College (Nominee: Mac & Co.) (2)		45,471		45,471		—		—
Wellington Management Portfolios (Dublin) plc – US Capital Appreciation Equity Portfolio** (2)		106,656		42,677		63,979		*
Wellington Management Portfolios (Luxembourg) – Global Select Capital Appreciation Equity Portfolio** (2)		98,283		19,441		78,842		*
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Global Equities Portfolio** (2)		44,740		44,740		—		—
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Wells Fargo Select Small Cap Growth Portfolio** (2)		204,638		201,073		3,565		*
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust, Capital Appreciation Equity Portfolio** (2)		60,193		56,692		3,501		*
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust, Opportunistic Growth Portfolio** (2)		10,781		10,781		—		—
Wellington Trust Company, National Association Multiple Collective Investment Funds Trust, Small Cap Growth Portfolio** (2)		25,358		23,945		1,413		*
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Capital Appreciation Equity Portfolio** (2)		58,424		56,420		2,004		*
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Dynamic Growth Portfolio** (2)		65,417		53,040		12,377		*
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Global Select Capital Appreciation Portfolio** (2)		515,063		471,547		43,516		*
Wellington Trust Company, National Association Multiple Common Trust Funds Trust, Opportunistic Growth Portfolio** (2)		13,798		13,798		—		—
Wells Fargo Advantage Alternative Strategies Fund (2)		1,945		95		1,850		*

	*	Denotes less than 1% of shares outstanding.
	**	Denotes a selling stockholder that is affiliated with a broker-dealer. The selling stockholder has certified that it purchased the Shares in the ordinary course of business and that, at the time of the purchase of the Shares, it had no agreements or understandings, directly or indirectly, with any person to distribute the Shares.
	(1)	This registration statement was filed by the Company pursuant to pre-existing registration rights. The registration of such shares should not be construed as reflecting present intention by any selling stockholder to sell any of such shares.
	(2)	Wellington Management Company, LLP (“Wellington”) is an investment adviser registered under the 1940 Act. Wellington serves as an investment adviser to the selling stockholder and, in such capacity, may be deemed to share beneficial ownership over the shares held by such selling stockholder.
	(3)	Represents (i) 534,800 Shares held by Amici Offshore Master, Ltd. (“Offshore”), (ii) 262,100 Shares held by Amici Qualified Associates, L.P. (“Qualified Associates”), (iii) 92,100 Shares held by Amici Associates, L.P. (“Associates”) and (iv) 86,000 Shares held by The Collectors’ Fund L.P. (“Collectors”). Amici Capital, LLC (“Amici Capital”) is a registered investment advisor acting on behalf of Offshore, Qualified Associates, Associates and Collectors and has voting and dispositive power over the Shares owned by Offshore, Qualified Associates, Associates and Collectors. The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Paul E. Orlin.
	(4)	Blue Ridge Capital, L.L.C. (“Blue Ridge”) serves as the investment manager to each of its affiliated entities listed in the above table. Blue Ridge, in such capacity, has shared voting and dispositive power over the shares held by such affiliated entities. The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is John A. Griffin.
	(5)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Richard S. Strong.
	(6)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Albert Grosman.
	(7)	Corvex Master Fund, LP (the “Fund”) is a Cayman Islands limited partnership, the general partner of which is controlled by Keith Meister. Corvex Management, LP, a Delaware limited partnership (“Corvex Management”) whose general partner is controlled by Mr. Meister, serves as investment adviser to the Fund. Corvex Management and Mr. Meister may be deemed to beneficially own the Shares held by the Fund.
	(8)	Falcon Edge Capital, LP, the authorized agent of Falcon Edge Global Master Fund LP (“FEGMF”), has discretionary authority to vote and dispose of the shares held by FEGMF and may be deemed to be the beneficial owner of these shares. Rich Gerson, in his capacity as Investment Manager of Falcon Edge, may also be deemed to have investment discretion and voting power over the Shares held by FEGMF. Rick Gerson disclaims any such beneficial ownership of the Shares.
	(9)	Pershing Square, as the investment adviser to Pershing Square, L.P., a Delaware limited partnership (“PS”), Pershing Square II, L.P., a Delaware limited partnership (“PS II”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PS, PS II and PS International, the “Pershing Square Funds”), may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held by the the Pershing Square Funds. As the general partner of Pershing Square, PS Management GP, LLC, a Delaware limited liability company (“PS Management”), may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held by the Pershing Square Funds. By virtue of William A. Ackman’s position as the Chief Executive Officer of Pershing Square and managing member of PS Management, William A. Ackman may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the shares held by the Pershing Square Funds.
	(10)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Brian Taylor.
	(11)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Robert Pohly.
	(12)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Douglas Hirsch.
	(13)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Henry Swieca.
	(14)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Christopher Winham.
	(15)	The natural person with ultimate voting or investment control over the Shares held by the selling stockholder is Noam Gottesman.

Beneficial ownership for the purposes of the table above is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Except as disclosed in the table above, we believe that the selling stockholders and their affiliates identified in the table above possess sole voting and investment power over all shares of common stock shown as beneficially owned by such selling stockholders and affiliates.

Except for being holders of our securities listed in the table above, none of the selling stockholders has had any position, office or other material relationship with us in the past three years, except for Blue Ridge Limited Partnership and Blue Ridge Offshore Master Limited Partnership, and the Pershing Square Funds, as described below.

Material Relationships

On November 7, 2013, we entered into the PS Registration Rights Agreement with Pershing Square on behalf of the Pershing Square Funds for the resale of the shares those funds own from time to time. Prior to such date, Pershing Square, on behalf of the Pershing Square Funds, had purchased an aggregate of 29,166,665 shares of

common stock. On March 7, 2014, Pershing Square, on behalf of the Pershing Square Funds, exercised 12,500,001 warrants to purchase 4,166,665 shares of our common stock, and on November 6, 2014, Pershing Square, on behalf of the Pershing Square Funds, purchased 9,404,064 shares in the October/November Private Placement. As a result, as of February 12, 2015, those funds own 42,737,394 shares of our common stock, or approximately 22.2% of our outstanding shares of common stock, of which 9,404,064 shares have been previously registered for resale under the November Resale Registration Statement pursuant to a separate registration rights agreement. This registration statement is being filed to satisfy our obligations under the PS Registration Rights Agreement.

On May 20, 2014, we completed the May Private Placement. Blue Ridge Limited Partnership, a stockholder of more than five percent (5%) of our issued and outstanding common stock as of February 12, 2015, along with one of its affiliates, Blue Ridge Offshore Master Limited Partnership, purchased an aggregate 1,000,000 shares of our common stock issued in the May Private Placement, at a per share price of $19.00.

In connection with the October/November Private Placement, Blue Ridge Limited Partnership and Blue Ridge Offshore Master Limited Partnership, purchased an additional aggregate 1,953,888 shares of our common stock, at a per share price of $25.59. In addition, Pershing Square, through the Pershing Square Funds, purchased 9,404,064 shares, at a per share price of $25.59. A partner of Pershing Square is a member of Platform’s board of directors.

In connection with the May Private Placement, we granted registration rights to each investor, including Blue Ridge Limited Partnership and Blue Ridge Offshore Master Limited Partnership. Pursuant to these registration rights agreements, on May 23, 2014, we initially filed the May Resale Registration Statement to register the resale of all of the shares sold in the May Private Placement. Such May Registration Statement was amended on June 13, 2014 and declared effective on June 19, 2014. In connection with the October/November Private Placement, we entered into registration rights agreements with each investor, including Blue Ridge Limited Partnership, Blue Ridge Offshore Master Limited Partnership and Pershing Square on behalf of the Pershing Square Funds. Pursuant to these registration rights agreements, on November 3, 2014, we initially filed the November Resale Registration Statement to register the resale of all of the shares sold in the October/November Private Placement, including the 9,404,064 shares issued to the Pershing Square Funds upon stockholder approval on November 6, 2014. Such November Registration Statement was amended on November 10, 2014 and declared effective on that same day.

Resales

The selling stockholders and intermediaries through whom Shares are sold may be deemed “underwriters” within the meaning of the Securities Act with respect to the Shares offered by this prospectus, and any profits realized or commissions received may be deemed underwriting compensation.

Additional selling stockholders not named in this prospectus will not be able to use this prospectus for resales until they are named in the table above by prospectus supplement or post-effective amendment. Transferees, successors and donees of identified selling stockholders will not be able to use this prospectus for resales until they are named in the table above by prospectus supplement or post-effective amendment. If required, we will add transferees, successors and donees by prospectus supplement in instances where the transferee, successor or donee has acquired its shares from the selling stockholders named in this prospectus after the effective date of this prospectus.

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from the selling stockholders as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the Shares on any stock exchange, market or trading facility on which our common stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of Shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

block trades in which the broker-dealer will attempt to sell the Shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted by applicable law.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the Shares they own and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include any donee, pledgee, transferee or other successors-in-interest as selling stockholders under this prospectus. The selling stockholders also may transfer the Shares in other circumstances, in which case the donees, transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of the Shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of such Shares in the course of hedging the positions they assume. The selling stockholders may also sell Shares short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the Shares offered by this prospectus, which Shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the Shares offered hereby will be the purchase price of such Shares less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from the resale of the Shares.

The selling stockholders also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that it meets the criteria and conforms to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the Shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the Shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states, the Shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders, and may agree to indemnify any underwriters for the Shares, against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the Shares offered by this prospectus.

DESCRIPTION OF CAPITAL STOCK

The following summary of certain material provisions of our common stock and preferred stock does not purport to be complete. You should refer to our certificate of incorporation, as amended, and our amended and restated by-laws, which are included as exhibits to the registration statement of which this prospectus is a part. The summary below is also qualified by reference to the provisions of the Delaware General Corporation Law (“DGCL”).

General

As of February 12, 2015, the capital stock authorized by our certificate of incorporation, as amended, consists of 405,000,000 shares divided into (i) 400,000,000 shares, par value $0.01 per share, of common stock, and (ii) 5,000,000 shares, par value $0.01 per share, of preferred stock, of which 2,000,000 shares are designated as “Series A Preferred Stock.” The balance of shares of preferred stock may be designated and issued by our Board of Directors (the “Board”) in the future in one or more additional series.

As of February 12, 2015, we had 192,129,352 shares of common stock and 2,000,000 shares of Series A Preferred Stock issued and outstanding. Currently, our common stock is listed on the NYSE under the ticker symbol “PAH.”

In connection with the Arysta Acquisition, on October 20, 2014, we entered into a share purchase agreement, as amended, pursuant to which we agreed to acquire Arysta LifeScience Limited for approximately $3.51 billion, consisting of $2.91 billion in cash, subject to working capital and other adjustments, and $600 million of new Series B convertible preferred stock of the Company (the “Series B Convertible Preferred Stock”). See “—Preferred Stock—Series B Preferred Stock” below.

Common Stock

Voting. Each holder of our common stock will generally be entitled to one vote for each share of common stock owned of record on all matters submitted to a vote of our stockholders. Except as otherwise required by law, holders of common stock (as well as holders of any preferred stock entitled to vote with the common stockholders) will generally vote together as a single class on all matters presented to the stockholders for their vote or approval, including the election of directors. There will be no cumulative voting rights with respect to the election of directors or any other matters.

Dividends and distributions. Subject to applicable law and the rights, if any, of the holders of any series of preferred stock then outstanding, the holders of our common stock will have the right to receive dividends and distributions, whether payable in cash or otherwise, as may be declared from time to time by our Board, from legally available funds.

Liquidation, dissolution or winding up. Subject to applicable law and the rights, if any, of the holders of any series of preferred stock then outstanding, in the event of our liquidation, dissolution or winding-up, holders of our common stock will be entitled to share ratably in proportion to the number of shares of common stock held by them in the assets available for distribution after payment or reasonable provision for the payment of all creditors.

Redemption, conversion or preemptive rights. Holders of our common stock have no redemption rights, conversion rights or preemptive rights to purchase or subscribe for our securities.

Other provisions. There will be no redemption provisions or sinking fund provisions applicable to our common stock.

The rights, preferences, and privileges of the holders of our common stock will be subject to, and may be adversely affected by, the rights, preferences and privileges of the holders of any series of our preferred stock.

Preferred Stock

Blank Check Preferred. Under our certificate of incorporation, as amended, our Board is authorized by resolution to create and issue one or more series of preferred stock, and, with respect to each series, to determine the

number of shares constituting the series and the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, which may include dividend rights, conversion or exchange rights, voting rights, redemption rights and terms and liquidation preferences, without stockholder approval. Our Board may therefore create and issue one or more series of preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock and which could have certain anti-takeover effects. Before we may issue any series of preferred stock, our Board will be required to adopt resolutions creating and designating such series of preferred stock.

Series A Preferred Stock. As of the date hereof, 2,000,000 shares of preferred stock have been designated as “Series A Preferred Stock,” all of which are outstanding. The special rights, preferences and privileges of the Series A Preferred Stock are set forth in our certificate of incorporation, as amended,

Dividends. Subject to applicable law and the rights, if any, of any series of our preferred stock ranking senior to the Series A Preferred Stock as to dividends, the holders of the Series A Preferred Stock are entitled to receive, in respect of each calendar year (each a “Dividend Year”), a cumulative annual dividend amount (the “Annual Dividend Amount”), which is calculated as follows:

A X B, where:

A = an amount equal to 20% of the increase (if any) in the value of a share of our common stock, such increase calculated as being the difference between (i) the Average Price (as defined in our certificate of incorporation, as amended) per share of our common stock or Platform ordinary shares, as the case may be, over the last ten days of the relevant calendar year for such annual dividend (the “Dividend Price”) and (ii) (x) if no Annual Dividend Amount has previously been paid, a price of $10.00 per share of our common stock, or (y) if an Annual Dividend Amount has previously been paid, the highest Dividend Price for any prior Dividend Year (provided in each case such amount is subject to such adjustment either as the Board in its absolute discretion determine to be fair and reasonable in the event of a subdivision, combination or similar reclassification or recapitalization of our outstanding common stock or otherwise as determined in accordance with our certificate of incorporation, as amended, in each case without a corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Series A Preferred Stock); and

B = 90,529,500 (based on the number of shares issued in our initial public offering plus the number of shares of our common stock issuable upon conversion of our outstanding shares of Series A Preferred Stock), which such amount is subject to such adjustment either as the Board in its absolute discretion determine to be fair and reasonable in the event of a subdivision, combination or similar reclassification or recapitalization of the outstanding our common stock or otherwise as determined in accordance with our certificate of incorporation, as amended, in each case without a corresponding subdivision, combination or similar reclassification or recapitalization of the outstanding shares of Series A Preferred Stock.

Each Annual Dividend Amount shall be divided between the holders pro rata to the number of Series A Preferred Stock held by them on the relevant Dividend Date (as defined in our certificate of incorporation, as amended). The Annual Dividend Amount will be paid no later than ten trading days from the Dividend Date by the issue to each holder of Series A Preferred Stock of such number of shares of common stock as is equal to the pro rata amount of the Annual Dividend Amount to which they are entitled divided by the average closing price per share of our common stock on the relevant Dividend Date.

On December 31, 2014, our Board approved a stock dividend of 10,050,290 shares of our common stock with respect to the 2,000,000 shares of Series A preferred stock based on a Dividend Price of $22.85.

Conversion

Automatic Conversion. The Series A Preferred Stock will be automatically converted (the “Automatic Conversion”) into shares of our common stock on a one-for-one basis (subject to adjustment in accordance with our certificate of incorporation, as amended) (i) in the event of a Change of Control (as defined in our certificate of incorporation, as amended) or (ii) upon the last day of our seventh full financial year following October 31, 2013, or the last day of such subsequent financial year (not exceeding the tenth full financial year of Platform following October 31, 2013) as agreed between the holders of a majority of the Series A Preferred Stock and a majority of the

Platform independent directors in accordance with our certificate of incorporation, as amended, as described below (or if either such date is not a trading day, the first trading day immediately following such date). In the event of any Automatic Conversion, the Annual Dividend Amount shall be payable for such shortened Dividend Year on the trading day immediately prior to such conversion.

Upon notice in writing from the holders of a majority of the Series A Preferred Stock to Platform to be received not less than ten business days prior to the last day of the seventh full financial year of Platform after October 31, 2013, such holder(s) may request that the date of automatic conversion be deferred to the last day of the eighth full financial year of Platform following October 31, 2013. If a majority of the independent directors determine in their discretion to defer the relevant date of Automatic Conversion as requested then (i) the date of Automatic Conversion shall be such deferred date; and (ii) the holders of a majority of the Series A Preferred Stock will have the right to make a further request in writing no later than ten business days prior to the last day of the eighth full financial year of Platform following October 31, 2013 for the deferral of the relevant date of Automatic Conversion by a further year. In the event a majority of the Platform independent directors approve any such further request for a deferral of the relevant date of Automatic Conversion then (i) the date of Automatic Conversion shall be such deferred date and (ii) the holders of a majority of Series A Preferred Stock will have the right to make one further request on the same basis as referenced above no later than ten business days prior to the last day of the ninth full financial year of Platform following October 31, 2013 for the deferral of the relevant date of Automatic Conversion by a further year. In the event that a majority of the Platform independent directors approve any such further request for a deferral of the relevant date of Automatic Conversion then the date of Automatic Conversion shall be such deferred date. In no circumstances shall the date of Automatic Conversion be deferred beyond the last day of the tenth full financial year of Platform following October 31, 2013 (or, if such date is not a trading day, on the first trading day immediately following such date).

Optional Conversion. A holder of Series A Preferred Stock may require some or all of his, her or its Series A Preferred Stock to be converted (the “Optional Conversion”) into an equal number of shares of our common stock (subject to adjustment in accordance with our certificate of incorporation, as amended) by written notice to Platform, and in such circumstances those Series A Preferred Stock the subject of such conversion request shall be converted into shares of our common stock five trading days after receipt by Platform of the written notice. In the event of an Optional Conversion, no Annual Dividend Amount shall be payable in respect of those Series A Preferred Stock for the Dividend Year in which the date of the Optional Conversion. A holder of Series A Preferred Stock may exercise its rights independently of the other holders of Series A Preferred Stock.

Voting Rights. The Series A Preferred Stock do not carry voting rights except in respect of any amendment to our certificate of incorporation, as amended, that alters or changes the rights, preferences or privileges of the Series A Preferred Stock.

Series B Preferred Stock

In connection with the Arysta Acquisition, we intend to issue to the seller $600 million of new Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock will be convertible into such number of shares of common stock of Platform as is determined by dividing a $1,000 liquidation preference by a conversion price of $27.14. Each share of Series B Convertible Preferred Stock that is not previously converted to common stock will be subject to automatic redemption on the first to occur of (a) October 20, 2016 (the “Maturity Date”) or (b) the occurrence of (i) a merger of Platform or a subsidiary of Platform where more than 50% of the voting power of the surviving corporation is held by persons other than the stockholders of Platform, (ii) the sale of all or substantially all of the assets or subsidiaries of Platform in a single transaction or series of related transaction or (iii) a bankruptcy or liquidation of Platform (each of clauses (i), (ii) and (iii), a “Triggering Event”). The redemption price for each share of Series B Convertible Preferred Stock will be $1,000, which must be paid in cash in the event of redemption upon a Triggering Event. The redemption price must be paid in shares of common stock (valued at $27.14 per share) in the event of redemption at the Maturity Date. However, Platform may not issue more than 22,107,590 shares of common stock in connection with a redemption at the Maturity Date. To the extent that the aggregate value of such 22,107,590 shares of common stock is less than $600 million (based on a 10-day volume weighted average price), then, pursuant to the Arysta Acquisition Agreement, such shortfall would be payable in cash by Platform as additional purchase price.

Registration Rights

On November 7, 2013, we entered into the PS Registration Rights Agreement with Pershing Square on behalf of the Pershing Square Funds for the resale of the shares those funds own from time to time. In connection with our initial public offering, and upon exercise of warrants prior to the MacDermid Acquisition, Pershing Square, on behalf of the Pershing Square Funds, acquired an aggregate of 29,166,665 ordinary shares (which were converted into the same number of shares of our common stock in connection with the change of our jurisdiction of incorporation from the British Virgin Islands to Delaware (the “Domestication”)) and 12,500,001 warrants to purchase ordinary shares (which were converted into the same number of warrants to purchase shares of our common stock in connection with our Domestication). The warrants were exercisable in multiples of three (3) for one share of our common stock at an exercise price of $11.50 per whole share of common stock. On March 7, 2014, Pershing Square, on behalf of the Pershing Square Funds, exercised 12,500,001 warrants to purchase 4,166,665 shares of our common stock, and on November 6, 2014, Pershing Square, on behalf of the Pershing Square Funds, purchased 9,404,064 shares in the October/November Private Placement. As a result, as of February 12, 2015, those funds own 42,737,394 shares of our common stock, or approximately 22.2% of our outstanding shares of common stock, of which 9,404,064 shares have been previously registered for resale under the November Resale Registration Statement pursuant to a separate registration rights agreement.

This registration statement is being filed to satisfy our obligations under the PS Registration Rights Agreement. In addition, this registration statement is being filed to cover the public resale of Shares previously registered under the Resale Registration Statements.

In connection with the May Private Placement, we granted registration rights to each investor, including Blue Ridge Limited Partnership and one of its affiliates, Blue Ridge Offshore Master Limited Partnership. Pursuant to these registration rights agreements, on May 23, 2014, we initially filed the May Resale Registration Statement to register the resale of all of the shares sold in the May Private Placement. Such May Registration Statement was amended on June 13, 2014 and declared effective on June 19, 2014. In connection with the October/November Private Placement, we entered into registration rights agreements with each investor; including Blue Ridge Limited Partnership, Blue Ridge Offshore Master Limited Partnership and Pershing Square on behalf of the Pershing Square Funds. Pursuant to these registration rights agreements, on November 3, 2014, we initially filed the November Resale Registration Statement to register the resale of all of the shares sold in the October/November Private Placement, including the 9,404,064 shares issued to the Pershing Square Funds upon stockholder approval on November 6, 2014. Such November Registration Statement was amended on November 10, 2014 and declared effective on that same day.

In connection with the proposed Arysta Acquisition, we have agreed to enter into a registration rights agreement with the seller of Arysta pursuant to which we would be obligated to file with SEC a resale registration statement for the shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock.

Certificate of Incorporation and Amended and Restated By-laws Anti-Takeover Provisions

Our certificate of incorporation, as amended, and amended and restated by-laws contain several provisions which could delay, defer or prevent a change of control from occurring. These provisions provide the following:

our Board has the authority to issue preferred stock without stockholder approval with any rights or preferences the Board determines;

special meetings of stockholders may only be called by our Board or the Chief Executive Officer; and

there is no cumulative voting in the election of directors.

These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management.

Delaware Law Anti-Takeover Provision

As a Delaware corporation, we are subject to Section 203 of the DGCL which restricts certain “business combinations” with “interested stockholders” for three years following the date that a person becomes an interested

stockholder unless: (1) the “business combination” or the transaction which caused the person or entity to become an interested stockholder is approved by the Board prior to such business combination or transactions; (2) upon the completion of the transaction in which the person or entity becomes an “interested stockholder,” such interested stockholder holds at least 85% of the voting stock of Platform not including (x) shares held by officers and directors and (y) shares held by employee benefit plans under certain circumstances; or (3) at or after the person or entity becomes an “interested stockholder,” the “business combination” is approved by the Board and holders of at least 66 2/3% of the outstanding voting stock, excluding shares held by such interested stockholder. A Delaware corporation may elect not to be governed by Section 203. Platform has not made such an election.

Transfer Agent

The transfer agent for our common stock is Computershare, P.O. Box 30170, College Station, TX 77842.

LEGAL MATTERS

Greenberg Traurig, P.A. has passed upon the validity of the Shares covered by this prospectus. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements and the financial statement schedule incorporated in this Prospectus by reference to Platform Specialty Products Corporation’s Current Report on Form 8-K dated September 26, 2014 as of December 31, 2013 and for the period from inception (April 23, 2013) to December 31, 2013, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements and schedule of MacDermid, Incorporated and subsidiaries as of December 31, 2012, and for the ten-month period ended October 31, 2013, and for each of the years in the two-year period ended December 31, 2012, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

Platform has agreed to indemnify and hold KPMG LLP harmless against and from any and all legal costs and expenses incurred by KPMG LLP in successful defense of any legal action or proceeding that may arise as a result of KPMG LLP’s consent to the incorporation by reference of its audit report on MacDermid, Incorporated’s and subsidiaries’ past financial statements incorporated by reference in this registration statement.

The combined financial statements of Chemtura AgroSolutions Business of Chemtura Corporation as of December 31, 2013 and 2012 and for each of the years in the two-year period ended December 31, 2013, have been incorporated by reference herein and in the registration statement, in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Arysta LifeScience Limited as of January 1, 2012 and December 31, 2012 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2013 have been audited by Ernst & Young ShinNihon LLC, independent auditors, as stated in their report incorporated herein by reference.

68,892,429 Shares

Common Stock

___________________________________________

PROSPECTUS

, 2015

___________________________________________

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable by us in connection with the resale of the Shares being registered hereby. All amounts are estimated except the SEC registration fee.

SEC Registration Fee	$	81,862.89
Accounting Fees and Expenses		--
Legal Fees and Expenses		25,000.00
Miscellaneous		5,000.00

Total	$	111,862.89

Item 15. Indemnification of Directors and Officers.

Section 102(b)(7) of the DGCL permits a corporation, in its certificate of incorporation, to limit or eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL (regarding, among other things, the payment of unlawful dividends) or (d) for any transaction from which the director derived an improper personal benefit.

Under Section 145(a) of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Under Section 145(b) of the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit, provided that such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Notwithstanding the preceding sentence, except as otherwise provided in our amended and restated bylaws, we shall be required to indemnify any such person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by any such person was authorized by our Board.

As permitted by Section 102(b)(7) of the DGCL, our certificate of incorporation provides that no director shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may be amended. This provision of our certificate of incorporation does not eliminate the directors’

fiduciary duties, and in appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief, which will remain available under Delaware law. In addition, each director will be subject to liability for breach of the director’s duty of loyalty to us, including for actions leading to improper personal benefit to the director, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. This provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our amended and restated by-laws also provide that we shall indemnify and advance expenses to our officers and directors to the fullest extent permitted by applicable law as currently in effect or as the same may be amended.

We have entered into director and officer indemnification agreements with each of our current directors and officers which, in certain respects, are broader than the specific indemnification and advancement provisions contained in our amended and restated by-laws. Specifically, such indemnification agreements provide our directors and officers with specific contractual assurances of such persons’ rights to indemnification and advancement of expenses to protect against litigation risks and expenses (regardless, among other things, of any change in our ownership or the composition of our Board).

Additionally, we maintain directors’ and officers’ liability insurance for each of our directors and officers.

Item 16. Exhibits.

Exhibit No.		Description
3.1(a)		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Post-Effective Amendment No.1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 24, 2014)
3.1(b)		Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed on June 13, 2014)
3.2		Amended and Restated By-laws (incorporated by reference to Exhibit 3.2 of Annual Report on Form 10-K filed on March 31, 2014)
4.1		Specimen Common Stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No.1 to the Registration Statement on Form S-4 (File No. 333-192778) filed on January 2, 2014)
5.1**		Opinion of Greenberg Traurig, P.A.
23.1*		Consent of PricewaterhouseCoopers LLP (Platform)
23.2*		Consent of KPMG LLP (MacDermid)
23.3*		Consent of KPMG LLP (CAS)
23.4*		Consent of Ernst & Young ShinNihon LLC (Arysta)
23.5**		Consent of Greenberg Traurig, P.A. (contained in Exhibit 5.1 herein)
24.1		Power of Attorney (previously included on signature page hereto)

* Filed herewith.

**Previously Filed.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 Miami, State of Florida, on February 12, 2015.

	PLATFORM SPECIALTY PRODUCTS CORPORATION

	By:	/s/ Daniel H. Leever
	Name:	Daniel H. Leever
	Title:	Chief Executive Officer, President and Vice Chairman

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below.

Signature	Title	Date
/s/ Daniel H. Leever	Chief Executive Officer, President and Vice Chairman	February 12, 2015
Daniel H. Leever	(principal executive officer)

/s/ Frank J. Monteiro	Senior Vice President and Chief Financial Officer	February 12, 2015
Frank J. Monteiro	(principal financial officer)
*	Vice President and Chief Accounting Officer	February 12, 2015
Robert L. Worshek	(principal accounting officer)

*	Chairman of the Board	February 12, 2015
Martin E. Franklin

*	Director	February 12, 2015
Ian G.H. Ashken

*	Director	February 12, 2015
Nicolas Berggruen

*	Director	February 12, 2015
Michael F. Goss

*	Director	February 12, 2015
Ryan Israel

*	Director	February 12, 2015
E. Stanley O’Neal

The undersigned, pursuant to a power of attorney, executed by each of the officers and directors above and filed with the SEC on February 2, 2015 on the signature page to the original registration statement on Form S-3 and incorporated herein by reference, by signing his name hereto, does hereby sign and deliver this Amendment No. 1 to registration statement on behalf of each of the persons noted above in the capacities indicated.

	By:	/s/ Frank J. Monteiro
		Frank J. Monteiro
		Attorney-in-fact