NUTANIX, INC. (Exact Name of Registrant As Specified in Its Charter)

Total Page:16

File Type:pdf, Size:1020Kb

NUTANIX, INC. (Exact Name of Registrant As Specified in Its Charter) Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 19, 2016 Registration No. 333-208711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUTANIX, INC. (Exact name of Registrant as specified in its charter) Delaware 7372 27-0989767 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1740 Technology Drive, Suite 150 San Jose, California 95110 (408) 216-8360 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Dheeraj Pandey Chief Executive Officer and Chairman Nutanix, Inc. 1740 Technology Drive, Suite 150 San Jose, California 95110 (408) 216-8360 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jeffrey D. Saper, Esq. Eric S. Whitaker, Esq. Jeffrey R. Vetter, Esq. Mark B. Baudler, Esq. Olive Huang, Esq. James D. Evans, Esq. Andrew D. Hoffman, Esq. Nutanix, Inc. Fenwick & West LLP Wilson Sonsini Goodrich & Rosati, P.C. 1740 Technology Drive, Suite 150 801 California Street 650 Page Mill Road San Jose, California 95110 Mountain View, California 94041 Palo Alto, California 94304 (408) 216-8360 (650) 988-8500 (650) 493-9300 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes 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, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x (Do not check if a smaller reporting company) Smaller reporting company ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Proposed Maximum Title of Each Class of Securities Amount to Offering Price Aggregate Amount of to be Registered be Registered(1) Per Share(2) Offering Price(1)(2) Registration Fee(3) Class A Common Stock, $0.000025 par value per share 16,100,000 $13.00 $209,300,000 $21,077 (1) Includes an additional 2,100,000 shares of Class A common stock that the underwriters have the option to purchase. (2) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. (3) The Registrant previously paid $20,140 of this amount 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. Table of Contents Index to Financial Statements The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion. Dated September 19, 2016. 14,000,000 Shares Class A Common Stock This is the initial public offering of shares of Class A common stock of Nutanix, Inc. Nutanix is offering all of the shares to be sold in the offering. 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 at any time into one share of Class A common stock. Following this offering, outstanding shares of Class B common stock will represent approximately 98.9% of the voting power of our outstanding capital stock. Prior to this offering, there has been no public market for our Class A common stock. It is currently anticipated that the initial public offering price will be between $11.00 and $13.00 per share. We have applied to list our Class A common stock on The NASDAQ Global Select Market under the symbol “NTNX.” 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. See “ Risk Factors ” beginning on page 17 to read about factors you should consider before buying shares of our Class A 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 discounts and commissions(1) $ $ Proceeds, before expenses, to Nutanix $ $ (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 14,000,000 shares of our Class A common stock, the underwriters have an option to purchase up to an additional 2,100,000 shares from Nutanix at the initial public offering price, less the underwriting discounts and commissions. The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on , 2016. Goldman, Sachs & Co. Morgan Stanley J.P. Morgan RBC Capital Markets Baird Needham & Company Oppenheimer & Co. Pacific Crest Securities a division of KeyBanc Capital Markets Piper Jaffray Raymond James Stifel William Blair Prospectus dated , 2016 Table of Contents Index to Financial Statements Customer Delight from IT Infrastructure Virtualized Hyperconverged Cloud NUTANIXTM Table of Contents Index to Financial Statements Enterprise Cloud Platform Built with Web-scale Engineering & Consumer-grade Design Consumer-grade Design One-click Automation Search-first Operations Personalized Interface Web-scale Engineering Distributed Systems Self-healing Machine Intelligence Agility Scalability Lower TCO Application Mobility Secure Platform Key Benefits Acropolis Prism Industry Recognition Named A Leader In Gartner’s August 2015 Magic Quadrant For Integrated Systems6 NUTANIXTM Table of Contents Index to Financial Statements TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 50 Market and Industry Data 52 Use of Proceeds 54 Dividend Policy 54 Capitalization 55 Dilution 57 Selected Consolidated Financial and Other Data 60 Management’s Discussion and Analysis of Financial Condition and Results of Operations 64 Business 90 Management 115 Executive Compensation 123 Certain Relationships and Related-Party Transactions 141 Principal Stockholders 145 Description of Capital Stock 148 Shares Eligible for Future Sale 156 Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 159 Underwriting 164 Legal Matters 173 Experts 173 Additional Information 173 Index to Consolidated Financial Statements F-1 Through and including , 2016 (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. Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no 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, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States.
Recommended publications
  • Solutions Exchange Virtual Event Guide August 24–28, San Francisco
    SOLUTIONS EXCHANGE OVERVIEW SOLUTIONS EXCHANGE VIRTUAL EVENT GUIDE AUGUST 24–28, SAN FRANCISCO VMworld 2014 Solutions Exchange Virtual Event Guide 1 Experience the Cisco Unified Computing System in Booth 1217 Americas revenue market UCS Channel 1 #1 share in x86 blades 36,000+ Partners Bring IT Unleash the Possibilities In Collaboration with Intel® 1 Source: IDC Worldwide Quarterly Server Tracker, 2014 Q1, May 2014, Vendor Review Share © 2014 Cisco and/or its affiliates. All rights reserved. All third-party products belong to the companies that own them. Cisco, the Cisco logo, and Cisco UCS are trademarks or registered trademarks of Cisco and/or its affiliates in the U.S. and other countries. Intel, the Intel logo, Xeon and Xeon Inside are trademarks or registered trademarks of Intel Corporation in the U.S. and/or other countries. All other trademarks are the property of their respective owners. VMworld 2014 Solutions Exchange Virtual Event Guide 2 SOLUTIONS EXCHANGE OVERVIEW Solutions Exchange Welcome Reception REFUELING LOUNGE 2435 SOLUTIONS EXCHANGE HALL CRAWL Feet hurting? Want a quick snack? Need The Solutions Exchange located in Sunday, August 24 4:00 PM–7:00 PM a pick-me-up to get ready for your next Tuesday, August 26 4:30 PM–6:00 PM Moscone South, Lower Level, features session? Stop in the Refueling Lounge and Join us in celebrating the VMworld 2014 hundreds of VMware partners showcasing Join us to kick off VMworld in the get a robust coffee, delicious cookies and Hall Crawl. Visit the following Sponsors for the latest virtualization and cloud Solutions Exchange in Moscone South, buttery popcorn.
    [Show full text]
  • 2017 Annual Report
    TO OUR STOCKHOLDERS I am honored to address our stockholders in our very first annual report since going public in September 2016. Nutanix is an 8-year old company, and I am incredibly proud of what we have achieved in the first arc of our company’s life. In less than six years since landing our first paying customer, we’ve sold products and services worth $2 billion, and more than 3/4 of that business has come in the last 24 months. We are one of the rare companies that achieved a $1 billion billings run rate at more than 50 percent annual growth. And yet we’ve barely begun our journey of transforming the computing landscape of the enterprise. Foresight and Simplicity Digitization (virtualization) is an unstoppable phenomenon in computing. We saw this with music, photography, and maps, as they all converged into pure software and as digital constructs in our consumer lives. We brought that foresight to enterprise storage and compute. And by doing so, we improved machine productivity by bringing data closer to applications, and also human productivity by breaking down artificial walls in IT departments. By standardizing on commodity hardware and a common operating system, we delivered eco- nomies of scale that were unprecedented in enterprise datacenters. But none of this would have been possible if we hadn’t obsessively focused on product design. The elegance of Nutanix products is in their simplicity, and in our ability to bring a consumer-grade experience to enterprise-grade systems. We are now on a path to digitizing networking, security, and effectively the entire datacenter.
    [Show full text]
  • Nutanix, Inc. 10K 2019 V1
    Nutanix is a global leader in cloud software and hyperconverged infrastructure solutions, making infrastructure invisible so that IT can focus on the applications and services that power their business. Companies around the world use Nutanix Enterprise Cloud OS software to bring one-click application management and mobility across public, private and distributed edge clouds so they can run any application at any scale with a dramatically lower total cost of ownership. The result is organizations that can rapidly deliver a high-performance IT environment on demand, giving application owners a true cloud-like experience. BOARD OF DIRECTORS NUTANIX CORPORATE HEADQUARTERS Dheeraj Pandey 1740 Technology Drive, Suite 150 Chief Executive Officer and Chairman, Nutanix, Inc. San Jose, CA 95110 (408) 216-8360 Susan L. Bostrom (408) 890-4833 Former Executive Vice President, Chief Marketing Officer, www.nutanix.com Worldwide Government Affairs, Cisco Systems, Inc. INVESTOR RELATIONS Craig Conway Tonya Chin Former Chief Executive Officer, PeopleSoft, Inc. Vice President, Corporate Communications and Investor Relations (408) 560-2675 Steven J. Gomo Email: [email protected] Former Chief Financial Officer, NetApp, Inc. You may also reach us by visiting the investor relations John McAdam portion of our website at: ir.nutanix.com Former Chief Executive Officer, F5 Networks, Inc. Our Class A common stock trades on The Nasdaq Ravi Mhatre Global Select Market under the ticker symbol NTNX. Managing Director, Lightspeed Ventures REGISTRAR AND TRANSFER AGENT Jeffrey T. Parks For questions regarding stockholder accounts or changes General Partner, Riverwood Capital of address, please contact our transfer agent: Michael P. Scarpelli Computershare Trust Company, N.A.
    [Show full text]
  • NUTANIX, INC. (Exact Name of Registrant As Specified in Its Charter)
    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37883 NUTANIX, INC. (Exact name of registrant as specified in its charter) Delaware 27-0989767 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1740 Technology Drive, Suite 150 San Jose, CA 95110 (Address of principal executive offices, including zip code) (408) 216-8360 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Class A common stock, $0.000025 par value per share NTNX NASDAQ Global Select Market Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
    [Show full text]
  • Ntnx-07.31.2018-10K
    DEAR STOCKHOLDERS, This September, we completed two years as a public company and nine years since we were founded in 2009. It has not even been a decade and we have already done more than $3.5 billion in lifetime sales, transformed to a software business model while being publicly traded, surpassed $1 billion in annual software and support revenue run rate, and achieved the 10,000 customer mark while still keeping our Net Promoter Score above 90. And during this time, we’ve consistently maintained our leadership position in Gartner, Forrester, and IDC rankings for hyperconverged infrastructure (HCI). For a company that until two years ago — during its IPO roadshow — was prematurely assumed by Wall Street as being swept away in the wake of public cloud, we’ve definitely held our own with Main Street. Our market thesis — of what cloud computing would look like between private (owned) and public (rented) models — is now the dominant thinking BOARD OF DIRECTORS NUTANIX CORPORATE HEADQUARTERS within the enterprise. The new era of hyper-convergence is upon us. Blurring the lines between owned and rented models is the most difficult computer science problem of this decade. Not many companies are ready to exploit the opportunity, their megaphones notwithstanding. www.nutanix.com True Private Cloud is Hard; Requires Integrity INVESTOR RELATIONS The core of HCI is software-defined infrastructure, in that all datacenter devices need to move to pure software running on commodity x86 servers. Standardized hardware, a common operating system, consumer-grade design, and deep automation are the distinct [email protected] virtues that make a true cloud, public or private.
    [Show full text]
  • Storage Spectacular!
    content provided by STORAGE SPECTACULAR! A comprehensive look at virtual storage from Virtualization Review and Redmond magazine, plus a Storage Buyer’s Guide. > The Storage Infrastruggle Page 1 > Do You Really Need Storage Management Software? Page 17 > Storage: Virtualized vs. Software-DefinedPage 27 > Storage Disruptors Page 36 > In the Cloud Era, the Era of Convergence Is Upon Us Page 49 > The 2014 Virtualization Review Buyers Guide Page 56 SPONSORS Storage Spectacular The Storage Infrastruggle Vendors are battling for the future of your storage spend, but are they sidestepping the key drivers of storage cost? By Jon Toigo hile touting “new,” flash-heavy “server-side” topologies and so-called “software-defined architec- tures” as evolutionary replacements for the “legacy” W SANs and NAS appliances that companies deployed in their previous refresh cycles, the industry continues to ignore the more fundamental drivers of storage inefficiency and cost: lack of management both of infrastructure and of data. 1 Storage Spectacular You would think from news reports that the storage industry was on its last legs. Vendor revenues from sales of everything from hard disk drives to external storage arrays, storage area networks (SANs) and network attached storage (NAS) appliances are either flat or declining ever so slightly. Seagate and Western Digital have hit a patch of dol- drums in which the trends of prior years—the doubling of drive capacities every 18 months and the halving of cost per GB every year—have frozen in their tracks. Even the redoubtable EMC, NetApp and IBM are experiencing purchasing slowdowns at customer shops that shouldn’t be happening if the capacity demand explosion that analysts say accompanies server virtualization is to be believed.
    [Show full text]
  • Automatic Database Management System Tuning Through Large-Scale Machine Learning
    NEWSLETTER ON PDL ACTIVITIES AND EVENTS • SPRING 2 0 1 7 http://www.pdl.cmu.edu/ Automatic Database Management System AN INFORMAL PUBLICATION FROM ACADEMIA’S PREMIERE STORAGE Tuning Through Large-scale Machine Learning SYSTEMS RESEARCH CENTER DEVOTED by Dana Van Aken TO ADVANCING THE STATE OF THE Database management systems (DBMSs) are the most important component of ART IN STORAGE AND INFORMATION any modern data-intensive application. But, this is historically a difficult task INFRASTRUCTURES. because DBMSs have hundreds of configuration “knobs” that control everything in the system, such as the amount of memory to use for caches and how often data CONTENTS is written to storage. This means that organizations often hire human experts to help with tuning activities, though this method can be prohibitively expensive. Automatic DBMS Tuning ................. 1 OtterTune is a new automatic DBMS configuration tool that overcomes these challenges, making it easier for anyone to deploy a DBMS able to handle large Director’s Letter .............................2 amounts of data and more complex workloads without any expertise needed in Year in Review ...............................4 database administration. The key feature of OtterTune is that it reduces the amount Recent Publications ........................5 of time and resources it takes to tune a DBMS for a new application by leverag- PDL News & Awards........................8 ing knowledge gained from previous DBMS deployments. OtterTune maintains Big Learning in the Cloud .............. 12 a repository of data collected from previous tuning sessions, and uses this data to build models of how the DBMS responds to different knob configurations. For a Defenses & Proposals ..................... 14 new application, these models are used to guide experimentation and recommend New PDL Faculty .........................
    [Show full text]
  • 2020 Annual Report & Proxy Statement
    Nutanix is a global leader in cloud software and a pioneer in hyperconverged infrastructure solutions, making computing invisible anywhere. Organizations around the world use Nutanix software to leverage a single platform to manage any app at any location for their private, hybrid and multicloud environments. BOARD OF DIRECTORS NUTANIX CORPORATE HEADQUARTERS Dheeraj Pandey 1740 Technology Drive, Suite 150 Chief Executive Officer and Chairman, Nutanix, Inc. San Jose, CA 95110 (408) 216-8360 Sohaib Abbasi (408) 890-4833 Former Chairman, Chief Executive Officer and President, www.nutanix.com Informatica Corporation INVESTOR RELATIONS Susan L. Bostrom Tonya Chin Former Executive Vice President, Chief Marketing Officer, SVP, Corporate Marketing, IR and Chief Communications Officer Worldwide Government Affairs, Cisco Systems, Inc. (408) 560-2675 Email: [email protected] Craig Conway Former Chief Executive Officer, PeopleSoft, Inc. You may also reach us by visiting the investor relations portion of our website at: ir.nutanix.com Virginia Gambale Managing Partner, Azimuth Partners LLC Our Class A common stock trades on The Nasdaq Global Select Market under the ticker symbol NTNX. Steven J. Gomo Former Chief Financial Officer, NetApp, Inc. REGISTRAR AND TRANSFER AGENT For questions regarding stockholder accounts or changes Max de Groen of address, please contact our transfer agent: Managing Director, Bain Capital Private Equity Computershare Trust Company, N.A. David Humphrey 462 South 4th Street, Suite 1600 Managing Director, Bain Capital Private Equity Louisville, KY 40202 T (U.S. and Canada): (877) 373-6374 Ravi Mhatre T (Outside U.S. and Canada): (781) 575-3100 Managing Director, Lightspeed Ventures www.computershare.com Jeffrey T.
    [Show full text]