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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/31/15 GoDaddy Inc. S-1MEF 3/31/15 4:49K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: S-1MEF Registration of Additional Securities HTML 33K 2: EX-5.1 Opinion re: Legality HTML 10K 3: EX-23.1 Consent of Experts or Counsel HTML 6K 4: EX-23.2 Consent of Experts or Counsel HTML 6K
| S-1MEF |
As filed with the Securities and Exchange Commission on March 31, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
GoDaddy Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 7370 | 46-5769934 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
14455 N. Hayden Road
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Blake J. Irving
Chief Executive Officer
GoDaddy Inc.
14455 N. Hayden Road
(480) 505-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jeffrey D. Saper, Esp. Allison B. Spinner, Esp. Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road (650) 493-9300 |
Nima Kelly, Esq. Executive Vice President & General Counsel Matthew Forkner, Esq. Deputy General Counsel GoDaddy Inc. 14455 N. Hayden Road (480) 505-8800 |
Alan F. Denenberg, Esq. Sarah K. Solum, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real (650) 752-2000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-196615
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Offering Price(2) |
Amount of Registration Fee(2) | ||||
| Class A Common Stock, $0.001 par value |
700,000 |
$20.00 | $14,000,000 | $1,626.80 | ||||
|
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|
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| (1) | Represents only the additional number of shares of Class A common stock being registered. Does not include the securities that the registrant previously registered on the registration statement on Form S-1, as amended (File No. 333-196615). |
| (2) | Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $480,700,000 on a registration statement on Form S-1, as amended (File No. 333-196615), which was declared effective by the Securities and Exchange Commission on March 31, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $14,000,000 are hereby registered. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
GoDaddy Inc. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1, as amended (File No. 333-196615) (the “Prior Registration Statement”), which the Commission declared effective on March 31, 2015.
The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the Registrant by 700,000 shares. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the proposed maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference in this filing.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, State of Arizona, on the 31st day of March 2015.
| GODADDY INC. | ||
| By: | /s/ Scott W. Wagner | |
| Scott W. Wagner | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| * Blake J. Irving |
Chief Executive Officer and Director (Principal Executive Officer) |
March 31, 2015 | ||
| /s/ Scott W. Wagner |
Chief Financial Officer (Principal Financial Officer) |
March 31, 2015 | ||
| /s/ Matthew B. Kelpy |
Chief Accounting Officer (Principal Accounting Officer) |
March 31, 2015 | ||
| * Bob Parsons |
Director |
March 31, 2015 | ||
| * Herald Y. Chen |
Director |
March 31, 2015 | ||
| * Richard H. Kimball |
Director |
March 31, 2015 | ||
| * Gregory K. Mondre |
Director |
March 31, 2015 | ||
| Signature |
Title |
Date | ||
| /s/ John I. Park |
Director |
March 31, 2015 | ||
| * Elizabeth S. Rafael |
Director |
March 31, 2015 | ||
| * Charles J. Robel |
Director |
March 31, 2015 | ||
| * Lee E. Wittlinger |
Director |
March 31, 2015 | ||
| * By: | /s/ Scott W. Wagner Attorney-in-fact |
|||
| Exhibit |
Description | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
| 23.3 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney (included in pages II-5 and II-6 to the registration statement on Form S-1 filed on June 9, 2014). | |
| * | Previously filed. |
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 3/31/15 | 10-Q, 8-K | ||
| 6/9/14 | S-1 | |||
| List all Filings | ||||