S-1MEF 1 d902903ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on March 31, 2015

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

GoDaddy Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware 7370 46-5769934

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

14455 N. Hayden Road

Scottsdale, Arizona 85260

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

 

 

Blake J. Irving

Chief Executive Officer

GoDaddy Inc.

14455 N. Hayden Road

Scottsdale, Arizona 85260

(480) 505-8800

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

 

 

Copies to:

 

Jeffrey D. Saper, Esp.

Allison B. Spinner, Esp.

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

(650) 493-9300

 

Nima Kelly, Esq.

Executive Vice President & General Counsel

Matthew Forkner, Esq.

Deputy General Counsel

GoDaddy Inc.

14455 N. Hayden Road

Scottsdale, Arizona 85260

(480) 505-8800

 

Alan F. Denenberg, Esq.

Sarah K. Solum, Esq.

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

(650) 752-2000

 

 

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, 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   333-196615

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.    ¨

 

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)

Class A Common Stock, $0.001 par value

 

700,000

  $20.00   $14,000,000   $1,626.80

 

 

(1) Represents only the additional number of shares of Class A common stock being registered. Does not include the securities that the registrant previously registered on the registration statement on Form S-1, as amended (File No. 333-196615).
(2) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $480,700,000 on a registration statement on Form S-1, as amended (File No. 333-196615), which was declared effective by the Securities and Exchange Commission on March 31, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $14,000,000 are hereby registered.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

GoDaddy 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. 333-196615) (the “Prior Registration Statement”), which the Commission declared effective on March 31, 2015.

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate number of shares of Class A common stock offered by the Registrant by 700,000 shares. The additional securities 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 proposed 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 in this filing.

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, 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 Scottsdale, State of Arizona, on the 31st day of March 2015.

 

GODADDY INC.
By:  

/s/ Scott W. Wagner

  Scott W. Wagner
  Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, 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

*

Blake J. Irving

  

Chief Executive Officer and Director

(Principal Executive Officer)

   March 31, 2015

/s/ Scott W. Wagner

Scott W. Wagner

  

Chief Financial Officer

(Principal Financial Officer)

   March 31, 2015

/s/ Matthew B. Kelpy

Matthew B. Kelpy

  

Chief Accounting Officer

(Principal Accounting Officer)

   March 31, 2015

*

Bob Parsons

  

Director

   March 31, 2015

*

Herald Y. Chen

  

Director

   March 31, 2015

*

Richard H. Kimball

  

Director

   March 31, 2015

*

Gregory K. Mondre

  

Director

   March 31, 2015


Signature

  

Title

  

Date

/s/ John I. Park

John I. Park

  

Director

   March 31, 2015

*

Elizabeth S. Rafael

  

Director

   March 31, 2015

*

Charles J. Robel

  

Director

   March 31, 2015

*

Lee E. Wittlinger

  

Director

   March 31, 2015
* By:   

/s/ Scott W. Wagner

Attorney-in-fact

 

 


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1*    Power of Attorney (included in pages II-5 and II-6 to the registration statement on Form S-1 filed on June 9, 2014).

 

* Previously filed.