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¶ – Release Delayed to: 10/26/12 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/12/12 Qualys, Inc. S-1/A¶ 15:6.8M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1/A Amendment No.4 to Form S-1 HTML 2.19M
15: CORRESP ¶ Comment-Response or Other Letter to the SEC HTML 16K
2: EX-1.1 Form of Underwriting Agreement HTML 195K
3: EX-3.3 Form of Amended and Restated Certificate of HTML 33K
Incorporation
4: EX-3.5 Form of Amended and Restated Bylaws of Qualys HTML 163K
5: EX-3.6 Amendment No. 8 to Amended and Restated HTML 16K
Certificate of Incorporation
6: EX-4.1 Form of Common Stock Certificate HTML 34K
7: EX-5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. HTML 14K
10: EX-10.14 Master Services Agreement - Savvis Communications HTML 43K
Corporation
11: EX-10.15 Master Agreement - Interoute Communications HTML 249K
Limited
12: EX-10.16 Manufacturing Services Agreement - Synnex HTML 73K
Corporation
8: EX-10.2 2012 Equity Incentive Plan and Forms of Agreements HTML 257K
Thereunder
9: EX-10.6 Offer Letter - Donald C. McCauley HTML 29K
13: EX-23.1 Consent of Grant Thornton LLP HTML 8K
14: EX-23.2 Consent of Grant Thornton LLP HTML 8K
| SEC Response Letter |
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650 Page Mill Road PHONE 650.493.9300 FAX 650.493.6811 |
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Via EDGAR and Overnight Delivery
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Barbara C. Jacobs Jan Woo Joyce Sweeney Patrick Gilmore |
| Re: | Qualys, Inc. Amendment No. 1 to the Registration Statement on Form S-1 Filed July 17, 2012 File No. 333-182027 |
Ladies and Gentlemen:
On behalf of Qualys, Inc. (the “Company”), we submit this letter in response to certain comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated July 27, 2012, relating to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-182027) filed with the Commission on July 17, 2012 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and Amendment No. 4 to the Registration Statement (“Amendment No. 4”). For the convenience of the Staff, we are providing marked copies of Amendment No. 3 and this letter to Jan Woo, Joyce Sweeney and Patrick Gilmore.
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except as otherwise specifically indicated, page references herein correspond to the page of Amendment No. 4.
Risk Factors
Delays or interruptions in the manufacturing and delivery of our physical scanner appliances… page 25
| 1. | We note that your response to prior comment 12 addresses why the company is not substantially dependent upon the agreement with the single manufacturer of your physical scanner appliances, but it is not clear why you believe that this agreement is not material and should not be discussed in the prospectus. Given your disclosure on page 25 that delays or interruptions in the manufacturing and delivery of your physical scanner appliances may harm your business, it appears that your agreement with the sole manufacturer of these scanners may be material and you should include a description of the material terms of the agreement in the prospectus, such as duration, termination provision, rights and obligations of the parties. |
AUSTIN BRUSSELS GEORGETOWN, DE HONG KONG NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC
Securities and Exchange Commission
Page 2
The Company has now had the chance to provide reasonable prior notice to its sole manufacturer regarding the requested disclosure. Therefore, in response to the Staff’s comment, the Company has revised its disclosure on page 93 of Amendment No. 4 to include a description of the material terms of the manufacturing agreement. Additionally, the Company has filed this agreement as an exhibit to Amendment No. 4.
Exhibits
| 2. | We note your response to prior comment 34 regarding your agreements with the two third-party data centers but continue to believe that you may be substantially dependent upon these agreements. In particular, we note your disclosure on pages 17 and 18 that you currently host all of your solutions from these two third-party data centers, you cannot rapidly move customers from one data center to another, your existing data center facilities providers have no obligation to renew their agreements with you on commercially reasonable terms or at all, any disruptions or interruptions with your solutions could harm your reputation and business, reduce your revenues, subject you to liability, or cause customers to terminate their subscriptions and harm your renewal rates. Please provide a material description of the agreements in the prospectus and file the agreements as exhibits to the registration statement pursuant to Item 601(b)(10)(ii)(B) of Regulation S-K. |
The Company has now had the chance to provide reasonable prior notice to its data center providers regarding the requested disclosure and the public filing of the agreements. Therefore, in response to the Staff’s comment, the Company has revised its disclosure on page 93 of Amendment No. 4 to include a description of the material terms of the data center agreements. Additionally, the Company has filed these agreements as exhibits to Amendment No. 4.
* * * * *
2
Securities and Exchange Commission
Page 3
Please direct your questions or comments regarding the Company’s responses or Amendment No. 4 to me or Jeffrey D. Saper at (650) 493-9300. Thank you for your assistance.
| Sincerely,
WILSON SONSINI GOODRICH & ROSATI | ||
| Professional Corporation | ||
| By : | /s/ Rezwan D. Pavri | |
| Rezwan Pavri | ||
Enclosures
| cc (w/encl.): | Philippe F. Courtot Donald C. McCauley Bruce K. Posey Qualys, Inc. |
| Jeffrey D. Saper Wilson Sonsini Goodrich & Rosati, P.C. |
| Timothy J. Moore John T. McKenna Cooley LLP |
| Timothy P. Zingraf Grant Thornton LLP |
3
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 9/12/12 | |||
| Filed on: | 9/11/12 | |||
| 7/27/12 | UPLOAD | |||
| 7/17/12 | S-1/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/22/24 Qualys, Inc. 10-K 12/31/23 103:11M 2/23/23 Qualys, Inc. 10-K 12/31/22 97:11M RDG Filings/FA 2/22/22 Qualys, Inc. 10-K 12/31/21 98:10M RDG Filings/FA 2/22/22 Qualys, Inc. S-8 2/22/22 4:85K Donnelley … Solutions/FA 7/02/21 Qualys, Inc. S-8 7/02/21 3:81K RDG Filings/FA 2/22/21 Qualys, Inc. 10-K 12/31/20 101:11M RDG Filings/FA 2/22/21 Qualys, Inc. S-8 2/22/21 3:69K Donnelley … Solutions/FA |