Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... S-1/A 1 d287954ds1a.htm AMENDMENT NO. 5 TO REGISTRATION STATEMENT ON FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on May 3, 2012 Registration No. 333-179287 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 Facebook, Inc. (Exact name of Registrant as specified in its charter) Delaware 7370 20-1665019 (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.) Facebook, Inc. 1601 Willow Road Menlo Park, California 94025 (650) 308-7300 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) David A. Ebersman Chief Financial Officer Facebook, Inc. 1601 Willow Road Menlo Park, California 94025 (650) 308-7300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all communications to: Gordon K. Davidson, Esq. Theodore W. Ullyot, Esq. William H. Hinman, Jr., Esq. Jeffrey R. Vetter, Esq. David W. Kling, Esq. Daniel N. Webb, Esq. James D. Evans, Esq. Michael L. Johnson, Esq. Simpson Thacher & Bartlett LLP Fenwick & West LLP Facebook, Inc. 2550 Hanover Street 801 California Street 1601 Willow Road Palo Alto, California 94304 Mountain View, California 94041 Menlo Park, California 94025 (650) 251-5000 (650) 988-8500 (650) 308-7300 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, 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 Proposed Maximum Title of Each Class of Amount to be Offering Aggregate Amount of Securities to be Registered Registered(1) Price Per Share Offering Price(2) Registration Fee(3) 1 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... Class A Common Stock, $0.000006 par value 388,027,654 $35.00 $13,580,967,890 $1,556,379 (1) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes additional shares that the underwriters have the option to purchase to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee. (3) The Registrant previously paid $573,000 of this amount in connection with the initial 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 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. 2 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... Table of Contents The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may 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 May 3, 2012 337,415,352 Shares CLASS A COMMON STOCK Facebook, Inc. is offering 180,000,000 shares of its Class A common stock and the selling stockholders are offering 157,415,352 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 Class A common stock. We anticipate that the initial public offering price will be between $28.00 and $35.00 per share. We have two classes of 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 voting and conversion rights. Each share of Class A common stock is entitled to one vote. Each share of Class B common stock is entitled to ten votes and is convertible at any time into one share of Class A common stock. The holders of our outstanding shares of Class B common stock will hold approximately 96.3% of the voting power of our outstanding capital stock following this offering, and our founder, Chairman, and CEO, Mark Zuckerberg, will hold or have the ability to control approximately 57.3% of the voting power of our outstanding capital stock following this offering. We have applied to list our Class A common stock on the NASDAQ Global Select Market under the symbol “FB.” We are a “controlled company” under the corporate governance rules for NASDAQ-listed companies, and our board of directors has determined not to have an independent nominating function and instead to have the full board of directors be directly responsible for nominating members of our board. Investing in our Class A common stock involves risks. See “ Risk Factors ” beginning on page 12. PRICE $ A SHARE Underwriting Proceeds to Price to Discounts and Proceeds to Selling Public Commissions Facebook Stockholders Per share $ $ $ $ Total $ $ $ $ We and the selling stockholders have granted the underwriters the right to purchase up to an additional 50,612,302 shares of Class A common stock to cover over-allotments. 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 , 2012. MORGAN STANLEY J.P. MORGAN GOLDMAN, SACHS & CO. BofA MERRILL LYNCH BARCLAYS ALLEN & COMPANY LLC 3 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... CITIGROUP CREDIT SUISSE DEUTSCHE BANK SECURITIES RBC CAPITAL MARKETS WELLS FARGO SECURITIES , 2012 4 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... Table of Contents 5 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... Table of Contents 6 of 224 5/3/2012 3:40 PM Amendment No. 5 to Registration Statement on Form S-1 http://www.sec.gov/Archives/edgar/data/1326801/000119312512208192... Table of Contents TABLE OF CONTENTS Page Page Prospectus Summary 1 Management 108 Risk Factors 12 Executive Compensation 116 Special Note Regarding Forward-Looking Statements 35 Related Party Transactions 137 Industry Data and User Metrics 36 Principal and Selling Stockholders 140 Use of Proceeds 37 Description of Capital Stock 148 Dividend Policy 37 Shares Eligible for Future Sale 155 Capitalization 38 Material U.S. Federal Tax Considerations for Non-U.S. Dilution 41 Holders of Class A Common Stock 158 Selected Consolidated Financial Data 43 Underwriting 162 Management’s Discussion and Analysis of Financial Legal Matters 170 Condition and Results of Operations 46 Experts 170 Letter from Mark Zuckerberg 80 Where You Can Find Additional Information 170 Business 84 Index to Consolidated Financial Statements F-1 Neither we, nor the selling stockholders, 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 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. We and the selling stockholders 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 in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.