COUPONS.COM INC
FORM 424B4 (Prospectus filed pursuant to Rule 424(b)(4))
Filed 03/07/14
Address 400 LOGUE AVENUE MOUNTAIN VIEW, CA 94043 Telephone 650-605-4600 CIK 0001115128 Symbol COUP SIC Code 7310 - Advertising Fiscal Year 12/31
http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents
Filed Pursuant to Rule 424(b)(4) Registration No. 333-193692 and 333-194388
10,500,000 Shares
Coupons.com Incorporated
Common Stock
This is an initial public offering of shares of common stock of Coupons.com Incorporated.
Prior to this offering, there has been no public market for the common stock. The initial public offering price per share is $16.00. The common stock has been approved for listing on the New York Stock Exchange under the symbol “COUP.”
We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings.
Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 13 to read about factors you should consider before buying shares of the common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per Share Total Initial public offering price $ 16.00 $ 168,000,000 Underwriting discount (1) $ 1.12 $ 11,760,000 Proceeds, before expenses, to us $ 14.88 $ 156,240,000
(1) See the section titled “Underwriting ” for a description of the compensation payable to the underwriters.
To the extent that the underwriters sell more than 10,500,000 shares of common stock, the underwriters have the option to purchase up to an additional 1,575,000 shares from us at the initial public offering price less the underwriting discount.
The underwriters expect to deliver the shares against payment in New York, New York on March 12, 2014.
Goldman, Sachs & Co. Allen & Company LLC BofA Merrill Lynch RBC Capital Markets
Prospectus dated March 6, 2014 Table of Contents
Table of Contents
TABLE OF CONTENTS
Prospectus
Prospectus Summary 1 Risk Factors 13 Special Note Regarding Forward -Looking Statements 38 Industry and Market Data 40 Use of Proceeds 41 Dividend Policy 42 Capitalization 43 Dilution 45 Selected Consolidated Financial and Other Data 47 Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Business 78 Management 92 Executive Compensation 98 Certain Relationships and Related Party Transactions 110 Principal Stockholders 114 Description of Capital Stock 116 Shares Eligible for Future Sale 124 Material U.S. Federal Tax Consequences for Non-U.S. Holders of Common Stock 126 Underwriting 130 Legal Matters 136 Experts 136 Where You Can Find More Information 136 Index to Consolidated Financial Statements F-1
Through and including March 31, 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Coupons,” “the company,” “we,” “us” and “our” in this prospectus refer to Coupons.com Incorporated and its consolidated subsidiaries.
Overview We operate a leading digital promotion platform that connects great brands and retailers with consumers. Over 2,000 brands from more than 700 consumer packaged goods companies, or CPGs, and many of the leading grocery, drug and mass merchandise retailers use our promotion platform to engage consumers at the critical moments when they are choosing which products they will buy and where they will shop. We deliver digital coupons to consumers, including coupons and coupon codes, and display advertising through our platform which includes our web, mobile and social channels, as well as those of our CPGs, retailers, and our extensive network of approximately 30,000 third-party websites, or publishers, that display our coupon and advertising offerings on their websites. During 2013, we generated revenue from over 1.3 billion transactions in which consumers selected a digital coupon or redeemed a coupon code offered through our platform, an increase of 43% over the same period in 2012.
In 2013, 315 billion total coupons were distributed, representing an aggregate discount value of $510 billion, with 2.8 billion redeemed representing an aggregate discount value of $3.5 billion, according to an annual industry report by NCH Marketing Services, Inc., or NCH, a provider of coupon audit and settlement services. Increasingly, CPGs and retailers are directing a greater proportion of their spending to digital promotions.
Our platform serves three key constituencies: