Form: S-1/A, Filing Date: 05/28/2010
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SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2010-05-28 SEC Accession No. 0000950130-10-001602 (HTML Version on secdatabase.com) FILER Corsair Components, Inc. Mailing Address Business Address 46221 LANDING PARKWAY 46221 LANDING PARKWAY CIK:1486183| IRS No.: 271735357 | State of Incorp.:DE | Fiscal Year End: 1231 FREMONT CA 94538 FREMONT CA 94538 Type: S-1/A | Act: 33 | File No.: 333-166282 | Film No.: 10867504 (510) 657-8747 SIC: 3577 Computer peripheral equipment, nec Copyright © 2012 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 May 28, 2010 Registration No. 333-166282 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Corsair Components, Inc. (Exact name of registrant as specified in its charter) Delaware 3577 27-1735357 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 46221 Landing Parkway Fremont, California 94538 (510) 657-8747 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Nicholas B. Hawkins 46221 Landing Parkway Fremont, California 94538 (510) 657-8747 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Thomas C. DeFilipps Tad J. Freese Eric S. Haueter Latham & Watkins LLP Sharon R. Flanagan 140 Scott Drive Sidley Austin LLP Menlo Park, California 94025 1801 Page Mill Road, Suite 110 Telephone: (650) 328-4600 Palo Alto, California 94304 Telecopy: (650) 463-2600 Telephone: (650) 565-7000 Telecopy: (650) 565-7100 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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, 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. 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 Title of each class of aggregate offering Amount of securities to be registered price(1)(2) registration fee Common stock, par value $0.0001 per share $86,250,000 $6,150(3) (1) Includes offering price of shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (3) Paid previously. 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 this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2012 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. We and the selling stockholders 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 it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted. Subject to Completion dated May 28, 2010 PRELIMINARY PROSPECTUS Shares Corsair Components, Inc. Common Stock This is the initial public offering of the common stock of Corsair Components, Inc. We are offering shares of our common stock and the selling stockholders identified in this prospectus are offering shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. We estimate that the initial public offering price will be between $ and $ per share. We intend to apply to list our common stock on the Nasdaq Global Market under the symbol CRSR. Investing in our common stock involves risks. See Risk Factors beginning on page 13 of this prospectus. Per Share Total Initial public offering price $ $ Underwriting discounts and commissions $ $ Proceeds to Corsair, before expenses $ $ Proceeds to selling stockholders, before expenses $ $ We and all but one of the selling stockholders have granted the underwriters a 30 day option to purchase a total of up to an additional shares of common stock on the same terms and conditions set forth above if the underwriters sell more than shares of common stock in this offering. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The underwriters expect to deliver the shares of common stock to purchasers on , 2010. Barclays Capital Jefferies & Company Oppenheimer & Co. RBC Capital Markets The date of this prospectus is , 2010 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2012 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 13 Special Note Regarding Forward-Looking Statements and Market Data 41 Use of Proceeds 42 Dividend Policy 43 Capitalization 44 Dilution 46 Selected Consolidated Financial Data 49 Managements Discussion and Analysis of Financial Condition and Results of Operations 54 Business 83 Management 100 Executive Compensation 106 Certain Relationships and Related Party Transactions 126 Principal and Selling Stockholders 129 Description of Capital Stock 131 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Shares Eligible for Future Sale 136 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders 139 Underwriting 143 Legal Matters 150 Experts 150 Where You Can Find More Information 150 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus and in any free writing prospectus that we may provide to you in connection with this offering. Neither we nor any of the selling stockholders or underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any such free writing prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor any of the selling stockholders or underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. Until , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealers obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. For investors outside the United States: Neither