SECURITIES AND EXCHANGE COMMISSION FORM S-1 General form of registration statement for all companies including face-amount certificate companies Filing Date: 2011-11-17 SEC Accession No. 0001193125-11-315562 (HTML Version on secdatabase.com) FILER YELP! INC Mailing Address Business Address 706 MISSION ST, 7TH FLOOR 706 MISSION ST, 7TH FLOOR CIK:1345016| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 SAN FRANCISCO CA 95103 SAN FRANCISCO CA 95103 Type: S-1 | Act: 33 | File No.: 333-178030 | Film No.: 111212860 415-568-3249 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 November 17, 2011 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 YELP! INC. (Exact name of Registrant as specified in its charter) Delaware 7370 20-1854266 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 706 Mission Street San Francisco, CA 94103 (415) 908-3801 (Address, including zip code and telephone number, of Registrants principal executive offices) Rob Krolik Chief Financial Officer Yelp! Inc. 706 Mission Street San Francisco, CA 94103 (415) 908-3801 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies to: Craig D. Jacoby Laurence Wilson Alan F. Denenberg Kenneth L. Guernsey General Counsel Davis Polk & Wardwell LLP David G. Peinsipp Yelp! Inc. 1600 El Camino Real Cooley LLP 706 Mission Street Menlo Park, CA 94025 101 California Street, 5th Floor San Francisco, CA 94103 (650) 752-2000 San Francisco, CA 94111 (415) 908-3801 (415) 693-2000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. 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. ¨ Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Amount of Securities to be Registered Offering Price(1)(2) Registration Fee Class A Common Stock, $0.000001 par value per share $100,000,000 $11,460 (1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes offering price of any additional shares that the underwriters have the option to purchase. 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 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. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject To Completion. Dated November 17, 2011 Shares Class A Common Stock This is an initial public offering of shares of Class A common stock of Yelp Inc. Yelp is offering of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional shares. Yelp will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders. Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . Application has been made for quotation on the under the symbol YELP. See Risk Factors beginning on page 14 to read about factors you should consider before buying shares of the 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 recommendation to the contrary is a criminal offense. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Yelp $ $ Proceeds, before expenses, to the selling stockholders $ $ To the extent that the underwriters sell more than shares of Class A common stock, the underwriters have the option to purchase up to an additional shares from Yelp at the initial public offering price less the underwriting discount. The underwriters expect to deliver the shares against payment in New York, New York on , 2012. Goldman, Sachs & Co. Citigroup Jefferies Allen & Company LLC Oppenheimer & Co. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Prospectus dated , 2012 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 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 The Offering 8 Summary Consolidated Financial and Other Data 10 Risk Factors 14 Special Note Regarding Forward-Looking Statements 35 Market, Industry and Other Data 36 Use of Proceeds 37 Dividend Policy 37 Capitalization 38 Dilution 40 Selected Consolidated Financial and Other Data 42 Managements Discussion and Analysis of Financial Condition and Results of Operations 47 Business 75 Management 92 Executive Compensation 99 Certain Relationships and Related Person Transactions 114 Principal and Selling Stockholders 117 Description of Capital Stock 120 Shares Eligible for Future Sale 127 Material United States Federal Income Tax Consequences to Non-U.S. Holders of Our Class A Common Stock 129 Underwriting 133 Legal Matters 138 Experts 138 Where You Can Find More Information 138 Index to Consolidated Financial Statements F-1 We have not authorized anyone to give any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. 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, and 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. Unless the context otherwise indicates, where we refer in this prospectus to our mobile application or mobile app, we refer to all of our applications for mobile-enabled devices. Similarly, references to our website refer to both the U.S. and international versions of our website. i Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should read the entire prospectus carefully, including the sections entitled Risk Factors and Managements Discussion