S-1MEF 1 d774547ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on July 18, 2019.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Medallia, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7370   77-0558353

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

575 Market Street, Suite 1850

San Francisco, California 94105

(650) 321-3000

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

 

 

Leslie J. Stretch

Chief Executive Officer

Medallia, Inc.

575 Market Street, Suite 1850

San Francisco, California 94105

(650) 321-3000

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

 

 

Copies to:

 

Steven E. Bochner

Rezwan D. Pavri

Andrew T. Hill

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

Alan K. Grebene

Medallia, Inc.

575 Market Street, Suite 1850

San Francisco, California 94105

(650) 321-3000

 

Eric C. Jensen

Kristin E. VanderPas

Charles S. Kim

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

 

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.  ☒     File No. 333-232271

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each Class of

Securities to be Registered

  Shares to be
Registered(1)
 

Proposed
Maximum
Aggregate

Offering Price
Per Share

 

Proposed
Maximum
Aggregate

Offering Price

 

Amount of

Registration Fee(2)

Common stock, $0.001 par value per share

  1,150,000   $21.00   $24,150,000   $2,927

 

 

(1)

Represents only the additional number of shares of common stock being registered, and includes 150,000 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-232271).

(2)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, for the purpose of determining the registration fee. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $300,150,000 on the Registration Statement on Form S-1, as amended (File No. 333-232271), which was declared effective by the Securities and Exchange Commission on July 18, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $24,150,000 are hereby registered.

 

 

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

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Medallia, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-232271) (the “Prior Registration Statement”), which the Commission declared effective on July 18, 2019.

The Registrant is filing this Registration Statement for the sole purpose of increasing by 1,150,000 shares the number of shares of its common stock, par value $0.001 per share, to be registered for sale, 150,000 of which may be sold by the Registrant upon exercise of the underwriters’ option to purchase additional shares. The additional shares that are being registered for issuance and 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 to the Prior Registration Statement, are hereby incorporated by reference into this Registration Statement.

The required opinions 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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 18th day of July, 2019.

 

MEDALLIA, INC.
By:   /s/ Leslie J. Stretch
  Leslie J. Stretch
  Chief Executive 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.

 

Signature

  

Title

  

Date

/s/ Leslie J. Stretch

Leslie J. Stretch

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

   July 18, 2019

/s/ Roxanne M. Oulman

   Chief Financial Officer    July 18, 2019
Roxanne M. Oulman    (Principal Financial and Accounting Officer)   

*

   Chief Strategy Officer and Executive Chairman    July 18, 2019
Borge Hald      

*

   Director    July 18, 2019
Robert Bernshteyn      

*

   Director    July 18, 2019
Mitchell K. Dauerman      

*

   Director    July 18, 2019
Leslie J. Kilgore      

*

   Director    July 18, 2019
Douglas M. Leone      

*

   Director    July 18, 2019
Stanley J. Meresman      

*

   Director    July 18, 2019
Amy E. Pressman      

*

   Director    July 18, 2019
Steven C. Walske      
* By:  

/s/ Leslie J. Stretch

  Leslie J. Stretch
  Attorney-in-Fact