Initial Public Offering (IPO): Registration of Additional Securities — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-1MEF Registration of Additional Securities HTML 43K
2: EX-5.1 Opinion re: Legality HTML 15K
3: EX-23.1 Consent of Experts or Counsel HTML 7K
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 333-220767
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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
(Do
not check if a smaller reporting company)
Emerging growth company
x
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 7(a)(2)(B) of the Securities Act
x
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
Aggregate
Offering Price
Amount of
Registration Fee(2)
Common Stock, $0.001 par value per share
552,000
$22.00
$12,144,000
$1,512
(1)
Represents only the additional number of shares
being registered and includes 72,000 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-220767).
(2)
The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at
an aggregate offering price not to exceed $121,440,000 on a registration statement on Form S-1 (File No. 333-220767), which was declared effective by the Securities and Exchange Commission on October 26, 2017. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $12,144,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
This
registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
ForeScout Technologies, Inc., a Delaware corporation (“ForeScout”), is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-220767) originally filed on October 2, 2017, as amended, or the Prior Registration Statement, and which the Securities and Exchange Commission declared effective on October 26, 2017.
ForeScout is filing this registration statement for the sole purpose of increasing by 552,000 shares the number of shares of its common stock, par value $0.001 per share, to be registered for sale. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the 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 into this registration statement.
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 San Jose, State of California, on October 26, 2017.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
