S-1MEF 1 d703253ds1mef.htm S-1 MEF S-1 MEF

As filed with the Securities and Exchange Commission on April 3, 2014

 

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

GRUBHUB INC.

(Exact name of registrant as specified in its charter)

Delaware   7389   46-2908664

(State or other jurisdiction of incorporation

or organization)

 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer Identification No.)

111 W. Washington Street, Suite 2100

Chicago, Illinois 60602

(877) 585-7878

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Margo Drucker, Esq.

Vice President and General Counsel

GrubHub Inc.

111 W. Washington Street, Suite 2100

Chicago, Illinois 60602

(877) 585-7878

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua N. Korff, Esq.

Michael Kim, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

 

David J. Goldschmidt, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

(212) 735-3574

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 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.  x No. 333-194219

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

 

 

Title of Each Class of Securities

to be Registered

  Amount to be
Registered (1)
 

Proposed Maximum
Offering Price

Per Share

  Proposed Maximum
Aggregate Offering
Price (2)
  Amount of
Registration Fee (2)

Common Stock, $0.0001 par value per share

  431,956   $26.00   $11,230,856   $1,446.54

 

 

(1)   Represents only the additional number of shares being registered and includes 56,342 additional shares of common stock that the underwriters have the option to purchase. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-194219) (“Prior Registration Statement”).
(2)   The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $202,112,500 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on April 3, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,230,856 are hereby registered, which includes shares subject to the underwriters’ option to purchase additional shares.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with rule 462(b) under the Securities Act.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, GrubHub Inc. (“Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-194219), which the Registrant originally filed on February 28, 2014 (“Prior Registration Statement”), and which the Commission declared effective on April 3, 2014.

 

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 431,956 shares, all of which will be sold by the selling stockholders and 56,342 of which may be sold by the selling stockholders in the event the underwriters exercise their option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

 

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Chicago, State of Illinois, on April 3, 2014.

 

GrubHub Inc.

By:

 

/s/ Adam DeWitt

    Name:       Adam DeWitt
    Title:       Chief Financial Officer

 

* * * *

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Name

  

Title

 

Date

*

Matthew Maloney

   Chief Executive Officer and Director (Principal Executive Officer)   April 3, 2014

/s/ Adam DeWitt

Adam DeWitt

  

Chief Financial Officer

(Principal Accounting and Financial Officer)

  April 3, 2014

*

Michael Evans

  

Chief Operating Officer and Director

  April 3, 2014

*

Jonathan Zabusky

   President and Director   April 3, 2014

*

Brian McAndrews

   Director   April 3, 2014

*

David Fisher

   Director   April 3, 2014

*

Lloyd Frink

   Director   April 3, 2014

*

J. William Gurley

   Director   April 3, 2014

*

Justin Sadrian

   Director   April 3, 2014

*

Benjamin Spero

   Director   April 3, 2014

 

*By:  

/s/ Adam DeWitt

 

Adam DeWitt

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
No.

    

Description

  5.1       Opinion of Kirkland & Ellis LLP.
  23.1       Consent of Crowe Horwath LLP, independent registered public accounting firm.
  23.2       Consent of Crowe Horwath LLP, independent registered public accounting firm.
  23.3       Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
  24.1       Power of Attorney (incorporated by reference to Exhibit 24.1 to the registration statement on
Form S-1 (Registration No. 333-194219), which was originally filed with the Securities and Exchange Commission on February 28, 2014).