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FORM 424B4 NETEZZA CORP − NZ Filed: July 19, 2007 (Period: )

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FORM 424B4 NETEZZA CORP − NZ Filed: July 19, 2007 (Period: ) FORM 424B4 NETEZZA CORP − NZ Filed: July 19, 2007 (period: ) Form of prospectus disclosing information facts events covered in both forms 424B1 424B3 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333−141522 9,000,000 Shares Netezza Corporation Common Stock This is the initial public offering of shares of our common stock. We are selling 9,000,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is $12.00 per share. Our common stock has been approved for listing on NYSE Arca under the symbol ‘‘NZ.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 7. Underwriting Discounts and Proceeds to Price to Public Commissions Netezza Corporation Per Share $12.00 $0.84 $11.16 Total $108,000,000 $7,560,000 $100,440,000 We have granted the underwriters the right to purchase up to an additional 1,350,000 shares of common stock to cover over−allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares to purchasers on July 24, 2007. Credit Suisse Morgan Stanley Needham & Company, LLC Thomas Weisel Partners LLC July 18, 2007 Source: NETEZZA CORP, 424B4, July 19, 2007 Table of Contents Source: NETEZZA CORP, 424B4, July 19, 2007 TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 7 Special Note Regarding Forward−Looking Statements 23 Use of Proceeds 24 Dividend Policy 24 Capitalization 25 Dilution 27 Selected Consolidated Financial Data 29 Management’s Discussion and Analysis of Financial Condition and Results of Operations 31 Business 56 Management 72 Related Party Transactions 88 Principal Stockholders 90 Description of Capital Stock 93 Shares Eligible for Future Sale 95 Certain U.S. Federal Income Tax Considerations For Non−U.S. Holders 98 Underwriting 101 Notice to Canadian Residents 106 Legal Matters 107 Experts 107 Where You Can Find More Information 107 Index to Consolidated Financial Statements F−1 You should rely only on the information contained in this document and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. Dealer Prospectus Delivery Obligation Until August 13, 2007 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions. i Source: NETEZZA CORP, 424B4, July 19, 2007 Table of Contents PROSPECTUS SUMMARY This summary highlights information appearing 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, especially the “Risk Factors” section beginning on page 7 and our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before making an investment decision. NETEZZA CORPORATION Overview Netezza is a leading provider of data warehouse appliances. Our product, the Netezza Performance Server, or NPS, integrates database, server and storage platforms in a purpose−built unit to enable detailed queries and analyses on large volumes of stored data. The results of these queries and analyses, often referred to as business intelligence, provide organizations with actionable information to improve their business operations. We designed our NPS data warehouse appliance specifically for analysis of terabytes of data at higher performance levels and at a lower total cost of ownership with greater ease of use than can be achieved via traditional data warehouse systems. Our NPS appliance performs faster, deeper and more iterative analyses on larger amounts of detailed data, giving our customers greater insight into trends and anomalies in their businesses, thereby enabling them to make better strategic decisions. From our inception through April 30, 2007, we have sold over 230 of our data warehouse appliances worldwide to 101 data−intensive customers including large global enterprises, mid−market companies and government agencies. Our customers span multiple vertical industries and include data intensive companies and government agencies. Some of our more well−known customers include Ahold, Amazon.com, American Red Cross, AOL, Blue Cross Blue Shield of Rhode Island, Catalina Marketing, CNET Networks, CompuCredit Corporation, Epsilon, LoanPerformance, Marriott, the NASD, Neiman Marcus Group, Nielsen Company, Orange UK, Premier Inc., Restoration Hardware, Ross Stores, Ryder System, Source Healthcare Analytics, Inc., a Wolters Kluwer Health company, the United States Army Corps of Engineers and the United States Department of Veterans Affairs. Each of the companies listed is a current customer who has purchased at least $300,000 worth of products or services from us. Our revenues have increased rapidly, from $13.6 million in fiscal 2004 to $79.6 million in fiscal 2007, representing a compound annual growth rate of 80.1%. We have not been profitable in any fiscal period since we were formed. We incurred net losses of approximately $10.0 million in fiscal 2004, $3.0 million in fiscal 2005, $14.0 million in fiscal 2006 and $8.0 million in fiscal 2007. As of April 30, 2007, our accumulated deficit was approximately $83.0 million. The Industry The amount of data that is being generated and stored by organizations is exploding. Examples of this data include click−stream records generated by e−business, customer purchasing histories, call data records, information from RFID tagging of inventory and products, and pharmaceutical trial data. Additionally, compliance initiatives driven by government regulations, such as those issued under the Sarbanes−Oxley Act of 2002 and the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as well as company policies requiring data preservation, are expanding the proportion of data that must be retained and easily accessible for future use. As the volume of data continues to grow, enterprises have recognized the value of analyzing such data to significantly improve their operations and competitive position. These enterprises have also realized that frequent analysis of data at a more detailed level is more meaningful than periodic analysis of sampled data. This increasing amount of data and importance of data analysis has led to heightened demand for data warehouses that provide the critical framework for data−driven enterprise decision−making and business intelligence. A data warehouse consists of three main elements — database, server, and storage — and interacts with external systems to acquire and retain raw data, receive query instructions and provide analytical results. The data warehouse acts as a data repository for an enterprise, aggregating information from many departments, and more importantly, enabling analytics through the querying of the data to deliver specific information. The need for more robust, yet cost−effective, data warehouse solutions is being accelerated by the growing number of users of business 1 Source: NETEZZA CORP, 424B4, July 19, 2007 Table of Contents intelligence within the enterprise, the increasing volume and sophistication of their queries and the need for real−time data availability. Our Solution In contrast to traditional data warehouse systems which patch together general−purpose database, server and storage platforms that were not originally designed for analytical processing of large amounts of constantly changing data, our NPS appliance is designed specifically to provide high−performance business intelligence solutions at a low total cost of ownership. It tightly couples database, server, and storage platforms in a compact, efficient unit that integrates easily through open, industry−standard interfaces with leading data access and integration tools. This approach, combined with our proprietary Intelligent Query Streaming technology and Asymmetric Massively Parallel Processing architecture, provides significant benefits to our customers, including: Superior Performance. The time required to perform many complex and ad hoc queries on terabytes of data is reduced from days or hours to minutes or seconds, enabling our customers to analyze their data more comprehensively so they can make faster and better decisions. Easy and Cost−Effective Procurement. Combining database, server, and storage platforms into a single scalable platform, based on open standards and commodity components, delivers a significant cost advantage and enables an easier procurement process when compared with competing products. Quick and Easy Infrastructure Installation and Deployment. With our NPS appliance, data is loaded quickly and easily, and existing tools and software can be easily integrated through standard interfaces. Our NPS appliance can be quickly installed and deployed with minimal need for custom configuration or additional
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