Anaplan, Inc. Form S-1 Filed 2018-09-14
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SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2018-09-14 SEC Accession No. 0001193125-18-274158 (HTML Version on secdatabase.com) FILER Anaplan, Inc. Mailing Address Business Address 625 2ND STREET 625 2ND STREET CIK:1540755| IRS No.: 270897861 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 101 SUITE 101 Type: S-1 | Act: 33 | File No.: 333-227355 | Film No.: 181071237 SAN FRANCISCO CA 94107 SAN FRANCISCO CA 94107 SIC: 7372 Prepackaged software 415-742-8199 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on September 14, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ANAPLAN, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 7372 27-0897861 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) Anaplan, Inc. 50 Hawthorne Street San Francisco, CA 94105 (415) 742-8199 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Frank Calderoni Chief Executive Officer Anaplan, Inc. 50 Hawthorne Street San Francisco, CA 94105 (415) 742-8199 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Brooks Stough, Esq. Gary Spiegel, Esq. John L. Savva, Esq. Richard C. Blake, Esq. Vice President, Legal Sullivan & Cromwell LLP Gunderson Dettmer Stough Villeneuve Anaplan, Inc. 1870 Embarcadero Road Franklin & Hachigian, LLP 50 Hawthorne Street Palo Alto, CA 94303 550 Allerton Street San Francisco, CA 94105 (650) 461-5600 Redwood City, CA 94063 (415) 742-8199 (650) 321-2400 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. 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, 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. ☐ 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 ☐ Accelerated filer ☐ Non-accelerated filer ☒ (Do not check if a smaller reporting company) Smaller reporting company ☐ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒ CALCULATION OF REGISTRATION FEE Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Proposed Maximum Title of Each Class of Securities Aggregate Offering Amount of to be Registered Price(1)(2) Registration Fee Common Stock, $0.0001 par value $100,000,000 $12,450 (1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase. 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 the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 14, 2018. Shares Anaplan, Inc. Common Stock This is an initial public offering of shares of common stock of Anaplan, Inc. All of the shares of common stock are being sold by the company. Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . Application will be made for the quotation of the common stock on the under the symbol PLAN. We are an emerging growth company as defined under the federal securities laws and, as such, we have elected to comply with reduced reporting requirements for this prospectus and may elect to do so in future filings. See Risk Factors beginning on page 15 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 $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to Anaplan $ $ (1) See Underwriting for a description of the compensation payable to the underwriters. To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional 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 , 2018. Goldman Sachs & Co. LLC Morgan Stanley Barclays KeyBanc Capital Markets Canaccord Genuity Evercore ISI JMP Securities Needham & Company Piper Jaffray SunTrust Robinson Humphrey Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prospectus dated , 2018. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Anaplan connects all the people, plans and data needed to accelerate business value. Coca-Cola With Anaplan, after implementing the platform in less than 12 weeks in 2017, Coca-Cola North America successfully executed to launch 70+ new products to market, all within the first quarter of 2018. The Anaplan platform connects Coca-Colas supply chain forecasting across 67 independent bottlers in the United States. VMware With Anaplan, VMware reduced its three-month long sales territory planning process to a single day. The Anaplan platform drives sales territory planning efficiency, and provides users across the sales department with a single view of the data, so that both sales reps and managers have visibility into their accounts on the first day of each planning cycle. RSA Group With Anaplan, RSA has been able to reduce its complex planning process from five months to two months, and workforce planning has experienced a 50 percent improvement in productivity within 12 months. RSA has expanded its use of the Anaplan platform over the past four years to encompass expense planning, workforce planning in contact centers, and Group wide FP&A consolidation for monthly reporting. HP Inc. With Anaplan, HP Inc. has created a single global quota process and workflow while generating significant savings. The Anaplan platform improves its sales quota readiness cycle and territory management for 30,000 salespeople. HP Inc. is expanding their use of the Anaplan platform to support their channel quota deployment process end-to-end, including more than 200,000 partners globally. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 15 Information Regarding Forward-Looking Statements 48 Market, Industry, and Other Data 50 Use of Proceeds 52 Dividend Policy 53 Capitalization 54 Dilution 56 Selected Consolidated Financial and Other Data 59 Managements Discussion and Analysis of Financial Condition and Results