SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2019-04-16 SEC Accession No. 0001193125-19-107178 (HTML Version on secdatabase.com) FILER Zoom Video Communications, Inc. Mailing Address Business Address 55 ALMADEN BOULEVARD, 55 ALMADEN BOULEVARD, CIK:1585521| IRS No.: 611648780 | State of Incorp.:DE | Fiscal Year End: 0131 6TH FLOOR 6TH FLOOR Type: S-1/A | Act: 33 | File No.: 333-230444 | Film No.: 19749878 SAN JOSE CA 95113 SAN JOSE CA 95113 SIC: 7370 Computer programming, data processing, etc. (888) 799-9666 Copyright © 2019 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 April 16, 2019. Registration No. 333-230444 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO 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 Registrants 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 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. ☐ Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Proposed Maximum Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of Securities To Be Registered Registered(1) Share(2) Price(2) Registration Fee(3) Class A Common Stock, $0.001 par value per share 24,000,000 $35.00 $840,000,000 $101,808 (1) Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a). (3) The registrant previously paid $93,082 in connection with a prior filing of this registration statement. 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. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 April 16, 2019 20,869,565 Shares CLASS A COMMON STOCK Zoom Video Communications, Inc. is offering 9,911,434 shares of our Class A common stock, and the selling stockholders are offering 10,958,131 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 $33.00 and $35.00 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 98.9% of the voting power of our outstanding capital stock immediately following this offering and the concurrent private placement. Salesforce Ventures LLC has entered into an agreement with us pursuant to which it has agreed to purchase $100.0 million of our Class A common stock in a private placement at a price per share equal to the initial public offering price. This transaction is contingent upon, and is scheduled to close immediately subsequent to, the closing of this offering. We have been approved 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 have granted the underwriters the right to purchase up to an additional 3,130,435 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. MORGAN STANLEY J.P. MORGAN GOLDMAN SACHS & CO. LLC CREDIT SUISSE Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document BofA MERRILL LYNCH RBC CAPITAL MARKETS WELLS FARGO SECURITIES JMP SECURITIES KEYBANC CAPITAL MARKETS PIPER JAFFRAY STIFEL WILLIAM BLAIR , 2019 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Thank you to our Customers Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Thank you to our employees Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Prospectus Page Page PROSPECTUS SUMMARY 1 CERTAIN RELATIONSHIPS AND RELATED PARTY RISK FACTORS 14 TRANSACTIONS 117 SPECIAL NOTE REGARDING FORWARD-LOOKING PRINCIPAL AND SELLING STOCKHOLDERS 120 STATEMENTS 45 DESCRIPTION OF CAPITAL STOCK 125 MARKET AND INDUSTRY DATA 46 SHARES ELIGIBLE FOR FUTURE SALE 132 USE OF PROCEEDS 47 MATERIAL U.S. FEDERAL INCOME TAX DIVIDEND POLICY 47 CONSEQUENCES TO NON-U.S. HOLDERS OF OUR CAPITALIZATION 48 CLASS A COMMON STOCK 135 DILUTION 51 UNDERWRITERS 139 SELECTED CONSOLIDATED FINANCIAL DATA 54 CONCURRENT PRIVATE PLACEMENT 149 MANAGEMENTS DISCUSSION AND ANALYSIS OF LEGAL MATTERS 149 FINANCIAL CONDITION AND RESULTS OF EXPERTS 149 OPERATIONS 56 WHERE YOU CAN FIND MORE INFORMATION 149 A LETTER FROM ERIC S. YUAN 77 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 BUSINESS 78 MANAGEMENT 94 EXECUTIVE COMPENSATION 102 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.