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Zoom Prospectus S-1 3/10/20, 12:28 PM S-1 1 d642624ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZOOM VIDEO COMMUNICATIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 7370 61-1648780 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 55 Almaden Boulevard, 6th Floor San Jose, California 95113 (888) 799-9666 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Eric S. Yuan President and Chief Executive Officer Zoom Video Communications, Inc. 55 Almaden Boulevard, 6th Floor San Jose, California 95113 (888) 799-9666 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jon C. Avina Aparna Bawa Allison B. Spinner Calise Y. Cheng General Counsel Shannon R. Delahaye Bradley M. Libuit 55 Almaden Boulevard, 6th Floor Catherine D. Doxsee Alex K. Kassai San Jose, California 95113 Wilson Sonsini Goodrich & Rosati, P.C. Cooley LLP (888) 799-9666 650 Page Mill Road 3175 Hanover Street Palo Alto, California 94304 Palo Alto, California 94304 (650) 493-9300 (650) 843-5000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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 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, 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 https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 1 of 194 S-1 3/10/20, 12:28 PM 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. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ 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 Proposed Maximum Title of Each Class of Aggregate Offering Amount of Securities To Be Registered Price(1)(2) Registration Fee Class A Common Stock, $0.001 par value per share $100,000,000 $12,120 (1) Estimated solely for the purpose of calculating the registration fee 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 to cover over-allotments, if any. 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 Commission, acting pursuant to said Section 8(a), may determine. https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 2 of 194 S-1 3/10/20, 12:28 PM Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued March 22, 2019 Shares CLASS A COMMON STOCK Zoom Video Communications, Inc. is offering shares of our Class A common stock, and the selling stockholders are offering shares of Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering, and no public market currently exists for our shares of common stock. We anticipate that the initial public offering price will be between $ and $ per share. We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately % of the voting power of our outstanding capital stock immediately following this offering. We have applied to list our Class A common stock on The Nasdaq Global Select Market under the symbol “ZM.” We are an “emerging growth company” as defined under the federal securities laws. Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 14. PRICE $ A SHARE Underwriting Proceeds to Price to Discounts and Proceeds to Selling Public Commissions(1) Zoom Stockholders Per Share $ $ $ $ Total $ $ $ $ (1) See the section titled “Underwriters” for a description of the compensation payable to the underwriters. We and the selling stockholders have granted the underwriters the right to purchase up to an additional shares of Class A common stock to cover overallotments, if any. The Securities and Exchange Commission and state 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 of Class A common stock to purchasers on , 2019. https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 3 of 194 S-1 3/10/20, 12:28 PM MORGAN STANLEY J.P. MORGAN GOLDMAN SACHS & CO. LLC CREDIT SUISSE BofA MERRILL LYNCH RBC CAPITAL MARKETS WELLS FARGO SECURITIES JMP SECURITIES KEYBANC CAPITAL MARKETS PIPER JAFFRAY STIFEL WILLIAM BLAIR , 2019 https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 4 of 194 S-1 3/10/20, 12:28 PM Table of Contents Thank you to our Customers https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 5 of 194 S-1 3/10/20, 12:28 PM Table of Contents Thank you to our employees https://www.sec.gov/Archives/edgar/data/1585521/000119312519083351/d642624ds1.htm Page 6 of 194 S-1 3/10/20, 12:28 PM Table of Contents TABLE OF CONTENTS Prospectus Page Page PROSPECTUS SUMMARY 1 CERTAIN RELATIONSHIPS AND RELATED PARTY RISK FACTORS 14 TRANSACTIONS 114 SPECIAL NOTE REGARDING FORWARD-LOOKING PRINCIPAL AND SELLING STOCKHOLDERS 117 STATEMENTS 45 DESCRIPTION OF CAPITAL STOCK 120 MARKET AND INDUSTRY DATA 46 SHARES ELIGIBLE FOR FUTURE SALE 127 USE OF PROCEEDS 47 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES DIVIDEND POLICY 47 TO NON-U.S. HOLDERS OF OUR CLASS A COMMON CAPITALIZATION 48 STOCK 130 DILUTION 50 UNDERWRITERS 134 SELECTED CONSOLIDATED FINANCIAL DATA 52 LEGAL MATTERS 143 MANAGEMENT’S DISCUSSION AND ANALYSIS OF EXPERTS 143 FINANCIAL CONDITION AND RESULTS OF WHERE YOU CAN FIND MORE INFORMATION 143 OPERATIONS 54 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 A LETTER FROM ERIC S. YUAN 74 BUSINESS 75 MANAGEMENT 91 EXECUTIVE COMPENSATION 99 Neither we, the selling stockholders, nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders, nor any of the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and future growth prospects may have changed since that date. Through and including , 2019 (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.
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