Attached files
file | filename |
---|---|
EX-10.14 - EX-10.14 - QLIK TECHNOLOGIES INC | b80142a3exv10w14.htm |
EX-10.11 - EX-10.11 - QLIK TECHNOLOGIES INC | b80142a3exv10w11.htm |
EX-10.31 - EX-10.31 - QLIK TECHNOLOGIES INC | b80142a3exv10w31.htm |
EX-10.15 - EX-10.15 - QLIK TECHNOLOGIES INC | b80142a3exv10w15.htm |
EX-3.1.A - EX-3.1.A - QLIK TECHNOLOGIES INC | b80142a3exv3w1wa.htm |
EX-10.12 - EX-10.12 - QLIK TECHNOLOGIES INC | b80142a3exv10w12.htm |
EX-10.25.A - EX-10.25.A - QLIK TECHNOLOGIES INC | b80142a3exv10w25wa.htm |
EX-10.27.A - EX-10.27.A - QLIK TECHNOLOGIES INC | b80142a3exv10w27wa.htm |
EX-10.13.A - EX-10.13.A - QLIK TECHNOLOGIES INC | b80142a3exv10w13wa.htm |
EX-10.28.A - EX-10.28.A - QLIK TECHNOLOGIES INC | b80142a3exv10w28wa.htm |
EX-10.30.A - EX-10.30.A - QLIK TECHNOLOGIES INC | b80142a3exv10w30wa.htm |
EX-10.26.A - EX-10.26.A - QLIK TECHNOLOGIES INC | b80142a3exv10w26wa.htm |
As filed with the Securities and Exchange Commission on
June 4, 2010.
Registration No. 333-165844
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 3
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
QLIK TECHNOLOGIES
INC.
(Exact Name of Registrant as
Specified in its Charter)
Delaware | 7372 | 20-1643718 | ||
(State or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
150 Radnor Chester
Road
Suite E220
Radnor, Pennsylvania
19087
(888) 828-9768
(Address, including zip code and
telephone number, including area code, of registrants
principal executive offices)
Lars Björk
President and Chief Executive Officer
150 Radnor Chester Road
Suite E220
Radnor, Pennsylvania 19087
(888) 828-9768
(Name, address, including zip
code and telephone number, including area code, of agent for
service)
Copies to:
Jay K. Hachigian, Esq. Richard R. Hesp, Esq. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP 850 Winter Street Waltham, Massachusetts 02451 Telephone: (781) 890-8800 Telecopy: (781) 622-1622 |
Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212) 450-4000 Telecopy: (212) 701-5800 |
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 of 1933 check the
following
box. o
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. o
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. o
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. o
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 o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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 that
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 such
Section 8(a), may determine.
EXPLANATORY
NOTE
Qlik Technologies Inc. is filing this Amendment No. 3 (the
Amendment) to its Registration Statement on
Form S-1
(Registration
No. 333-165844)
(the Registration Statement) as an exhibit-only
filing to file Exhibits 3.1.A, 10.11, 10.12, 10.13.A,
10.14, 10.15, 10.25.A, 10.26.A, 10.27.A, 10.28.A, 10.30.A and
10.31, all of which have not previously been filed. Accordingly,
this Amendment consists only of the facing page, this
explanatory note, Item 16 of Part II of the
Registration Statement and the signature pages to the
Registration Statement and the filed exhibits. The Prospectus
and Items 13, 14, 15 and 17 of Part II are unchanged
and have therefore been omitted.
Item 16. | Exhibits and Financial Statement Schedules |
(a) | Exhibits |
Exhibit |
||||
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1** | Restated Certificate of Incorporation of Registrant, as amended on various dates | ||
3 | .1.A | Form of Restated Certificate of Incorporation of Registrant to be filed prior to closing to effect renaming of common stock | ||
3 | .2** | Form of Restated Certificate of Incorporation to be effective upon closing | ||
3 | .3** | Amended and Restated Bylaws of the Registrant | ||
3 | .4** | Amended and Restated Bylaws of the Registrant to be effective upon closing | ||
4 | .1 | Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4 | ||
4 | .2** | Form of Registrants Common Stock Certificate | ||
4 | .3** | Investors Rights Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .3.A* | Amendment and Waiver of Notice Agreement, dated June , 2010, by and among the Registrant and certain investors listed on the signature pages thereto | ||
4 | .4** | First Refusal and Co-Sale Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .5** | Voting Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .6** | First Amendment to Voting Agreement, dated October 10, 2007, by and among the Registrant, QlikTech International AB and certain stockholders | ||
5 | .1* | Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP | ||
10 | .1** | Form of Indemnification Agreement between the Registrant and Lars Björk | ||
10 | .2** | Form of Indemnification Agreement between the Registrant and John Gavin, Jr. | ||
10 | .3** | Form of Indemnification Agreement between the Registrant and Bruce Golden | ||
10 | .4** | Form of Indemnification Agreement between the Registrant and Erel Margalit | ||
10 | .5** | Form of Indemnification Agreement between the Registrant and Alexander Ott | ||
10 | .6** | Form of Indemnification Agreement between the Registrant and Paul Wahl | ||
10 | .7** | Form of Indemnification Agreement between the Registrant and William G. Sorenson | ||
10 | .8** | Form of Indemnification Agreement between the Registrant and Leslie Bonney | ||
10 | .9** | Form of Indemnification Agreement between the Registrant and Anthony Deighton | ||
10 | .10** | Form of Indemnification Agreement between the Registrant and Douglas Laird | ||
10 | .11 | Amended and Restated Employment Agreement, dated June 1, 2010, by and between the Registrant and Lars Björk | ||
10 | .12 | Amended and Restated Employment Agreement, dated June 1, 2010, by and between the Registrant and William Sorenson | ||
10 | .13** | Employment Agreement, dated May 2, 2005, by and between the Registrant and Leslie Bonney | ||
10 | .13.A | Letter Agreement, dated June 1, 2010, by and between the Registrant and Leslie Bonney | ||
10 | .14 | Amended and Restated Employment Offer Letter, dated June 1, 2010, by and between the Registrant and Anthony Deighton | ||
10 | .15 | Amended and Restated Employment Offer Letter, dated June 1, 2010, by and between the Registrant and Douglas Laird | ||
10 | .16** | Amended and Restated Consulting Agreement, dated September 1, 2005, by and between the Registrant and Paul Wahl | ||
10 | .17** | Consulting Agreement, dated October 1, 2004, by and between the Registrant and Alexander Ott |
II-3
Exhibit |
||||
Number
|
Description
|
|||
10 | .18** | 2004 Omnibus Stock Option and Award Plan | ||
10 | .19** | 2007 Omnibus Stock Option and Award Plan | ||
10 | .20** | 2010 Equity Incentive Plan (to be effective upon closing of the offering) | ||
10 | .21** | Form of Notice of Stock Option Grant and Stock Option Agreement under 2010 Equity Incentive Plan | ||
10 | .22** | Translation of Agreement by and between the Registrant, QlikTech International AB and Svenska Handelsbanken AB dated as of July 11, 2008 | ||
10 | .23** | Translation of Amendment Agreement by and between the Registrant, QlikTech International AB and Svenska Handelsbanken AB dated as of July 13, 2009 | ||
10 | .24** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Alexander Ott under the 2004 Omnibus Stock Option and Award Plan | ||
10 | .25** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Anthony Deighton under the 2004 Omnibus Stock Option and Award Plan and under the 2007 Omnibus Stock Option and Award Plan, and Side letter, dated November 2006, between the Registrant and Anthony Deighton | ||
10 | .25.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Anthony Deighton under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .26** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Douglas Laird under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .26.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Douglas Laird under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .27** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Lars Björk under the 2004 Omnibus Stock Option and Award Plan and the 2007 Omnibus Stock Option and Award Plan | ||
10 | .27.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Lars Björk under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .28** | 2004, 2005 and 2009 Omnibus Stock Option and Award Plans and Sub-Plans for the UK Agreements granted to Leslie Bonney | ||
10 | .28.A | 2010 Omnibus Stock Option and Award Plan and Sub-Plan for the UK Agreement granted to Leslie Bonney, dated May 21, 2010 | ||
10 | .29** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Paul Wahl under the 2004 Omnibus Stock Option and Award Plan and 2007 Omnibus Stock Option and Award Plan | ||
10 | .30** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to William Sorenson under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .30.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to William Sorenson under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .31 | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to John Gavin, Jr. under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .32** | Term Loan Facility Agreement, dated June 16, 2008, between the Registrant and Stiftelsen Industrifonden | ||
10 | .33** | Warrant to Purchase Shares of Preferred Stock, dated June 16, 2008, issued by the Registrant to Stiftelsen Industrifonden | ||
10 | .34** | Share Pledge Agreement, dated June 16, 2008, between the Registrant and Stiftelsen Industrifonden | ||
10 | .35** | Stock Purchase Agreement, dated November 17, 2004, between the Registrant, QlikTech International AB and the Investors (as defined therein) | ||
10 | .36** | Lease, dated November 15, 2005, between the Registrant and Radnor Properties-SDC, L.P. | ||
10 | .37** | First Amendment to Lease, dated March 13, 2009, between the Registrant and Radnor Properties-SDC, L.P. |
II-4
Exhibit |
||||
Number
|
Description
|
|||
10 | .38** | Translation of Hyreskontrakt for local, dated May 22, 2007, between QlikTech International AB and Ideon AB | ||
10 | .39 | Reference is made to Exhibits 4.3, 4.3A, 4.4, 4.5 and 4.6 | ||
21 | .1** | List of subsidiaries of the Registrant (including jurisdiction of organization and names under which subsidiaries do business) | ||
23 | .1** | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||
23 | .2* | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1) | ||
24 | .1** | Powers of Attorney (included in the signature pages to the registration statement) |
| Compensation arrangement | |
* | To be filed by amendment | |
** | Previously filed. |
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 3 to this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Radnor,
Commonwealth of Pennsylvania, on this
4th day
of June, 2010.
QLIK TECHNOLOGIES INC.
By: |
/s/ Lars
Björk
|
Lars Björk
President and Chief Executive Officer (Principal Executive
Officer)
II-6
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 3 to this Registration
Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
Signature
|
Title
|
Date
|
||||
/s/ Lars
Björk Lars Björk |
President, Chief Executive Officer and Director (Principal Executive Officer) | June 4, 2010 | ||||
/s/ William
G. Sorenson William G. Sorenson |
Chief Financial Officer (Principal Accounting and Financial Officer) | June 4, 2010 | ||||
* John Gavin, Jr. |
Director | June 4, 2010 | ||||
* Bruce Golden |
Director | June 4, 2010 | ||||
* Erel Margalit |
Director | June 4, 2010 | ||||
* Alexander Ott |
Director | June 4, 2010 | ||||
* Paul Wahl |
Director | June 4, 2010 | ||||
* By: |
/s/ William
G. Sorenson Attorney-in-Fact |
II-7
INDEX TO
EXHIBITS
Exhibit |
||||
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1** | Restated Certificate of Incorporation of Registrant, as amended on various dates | ||
3 | .1.A | Form of Restated Certificate of Incorporation of Registrant, to be filed prior to closing to effect renaming of common stock | ||
3 | .2** | Form of Restated Certificate of Incorporation to be effective upon closing | ||
3 | .3** | Amended and Restated Bylaws of the Registrant | ||
3 | .4** | Amended and Restated Bylaws of the Registrant to be effective upon closing | ||
4 | .1 | Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4 | ||
4 | .2** | Form of Registrants Common Stock Certificate | ||
4 | .3** | Investors Rights Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .3.A* | Amendment and Waiver of Notice Agreement, dated June , 2010, by and among the Registrant and certain investors listed on the signature pages thereto | ||
4 | .4** | First Refusal and Co-Sale Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .5** | Voting Agreement, dated November 17, 2004 and as amended on various dates, by and among the Registrant, certain stockholders and the investors listed on the signature pages thereto | ||
4 | .6** | First Amendment to Voting Agreement, dated October 10, 2007, by and among the Registrant, QlikTech International AB and certain stockholders | ||
5 | .1* | Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP | ||
10 | .1** | Form of Indemnification Agreement between the Registrant and Lars Björk | ||
10 | .2** | Form of Indemnification Agreement between the Registrant and John Gavin, Jr. | ||
10 | .3** | Form of Indemnification Agreement between the Registrant and Bruce Golden | ||
10 | .4** | Form of Indemnification Agreement between the Registrant and Erel Margalit | ||
10 | .5** | Form of Indemnification Agreement between the Registrant and Alexander Ott | ||
10 | .6** | Form of Indemnification Agreement between the Registrant and Paul Wahl | ||
10 | .7** | Form of Indemnification Agreement between the Registrant and William G. Sorenson | ||
10 | .8** | Form of Indemnification Agreement between the Registrant and Leslie Bonney | ||
10 | .9** | Form of Indemnification Agreement between the Registrant and Anthony Deighton | ||
10 | .10** | Form of Indemnification Agreement between the Registrant and Douglas Laird | ||
10 | .11 | Amended and Restated Employment Agreement, dated June 1, 2010, by and between the Registrant and Lars Björk | ||
10 | .12 | Amended and Restated Employment Agreement, dated June 1, 2010, by and between the Registrant and William Sorenson | ||
10 | .13** | Employment Agreement, dated May 2, 2005, by and between the Registrant and Leslie Bonney | ||
10 | .13.A | Letter Agreement, dated June 1, 2010, by and between the Registrant and Leslie Bonney | ||
10 | .14 | Amended and Restated Employment Offer Letter, dated June 1, 2010, by and between the Registrant and Anthony Deighton | ||
10 | .15 | Amended and Restated Employment Offer Letter, dated June 1, 2010, by and between the Registrant and Douglas Laird | ||
10 | .16** | Amended and Restated Consulting Agreement, dated September 1, 2005, by and between the Registrant and Paul Wahl | ||
10 | .17** | Consulting Agreement, dated October 1, 2004, by and between the Registrant and Alexander Ott | ||
10 | .18** | 2004 Omnibus Stock Option and Award Plan | ||
10 | .19** | 2007 Omnibus Stock Option and Award Plan |
Exhibit |
||||
Number
|
Description
|
|||
10 | .20** | 2010 Equity Incentive Plan (to be effective upon closing of the offering) | ||
10 | .21** | Form of Notice of Stock Option Grant and Stock Option Agreement under 2010 Equity Incentive Plan | ||
10 | .22** | Translation of Agreement by and between the Registrant, QlikTech International AB and Svenska Handelsbanken AB dated as of July 11, 2008 | ||
10 | .23** | Translation of Amendment Agreement by and between the Registrant, QlikTech International AB and Svenska Handelsbanken AB dated as of July 13, 2009 | ||
10 | .24** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Alexander Ott under the 2004 Omnibus Stock Option and Award Plan | ||
10 | .25** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Anthony Deighton under the 2004 Omnibus Stock Option and Award Plan and under the 2007 Omnibus Stock Option and Award Plan, and Side letter, dated November 2006, between the Registrant and Anthony Deighton | ||
10 | .25.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Anthony Deighton under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .26** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Douglas Laird under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .26.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Douglas Laird under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .27** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Lars Björk under the 2004 Omnibus Stock Option and Award Plan and the 2007 Omnibus Stock Option and Award Plan | ||
10 | .27.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to Lars Björk under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .28** | 2004, 2005 and 2009 Omnibus Stock Option and Award Plans and Sub-Plans for the UK Agreements granted to Leslie Bonney | ||
10 | .28.A | 2010 Omnibus Stock Option and Award Plan and Sub-Plan for the UK Agreement granted to Leslie Bonney, dated May 21, 2010 | ||
10 | .29** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreements granted to Paul Wahl under the 2004 Omnibus Stock Option and Award Plan and 2007 Omnibus Stock Option and Award Plan | ||
10 | .30** | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to William Sorenson under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .30.A | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to William Sorenson under the 2007 Omnibus Stock Option and Award Plan, dated May 21, 2010 | ||
10 | .31 | Omnibus Stock Option and Award Plan Non-Qualified Stock Option Award Agreement granted to John Gavin, Jr. under the 2007 Omnibus Stock Option and Award Plan | ||
10 | .32** | Term Loan Facility Agreement, dated June 16, 2008, between the Registrant and Stiftelsen Industrifonden | ||
10 | .33** | Warrant to Purchase Shares of Preferred Stock, dated June 16, 2008, issued by the Registrant to Stiftelsen Industrifonden | ||
10 | .34** | Share Pledge Agreement, dated June 16, 2008, between the Registrant and Stiftelsen Industrifonden | ||
10 | .35** | Stock Purchase Agreement, dated November 17, 2004, between the Registrant, QlikTech International AB and the Investors (as defined therein) | ||
10 | .36** | Lease, dated November 15, 2005, between the Registrant and Radnor Properties-SDC, L.P. | ||
10 | .37** | First Amendment to Lease, dated March 13, 2009, between the Registrant and Radnor Properties-SDC, L.P. | ||
10 | .38** | Translation of Hyreskontrakt for local, dated May 22, 2007, between QlikTech International AB and Ideon AB |
Exhibit |
||||
Number
|
Description
|
|||
10 | .39 | Reference is made to Exhibits 4.3, 4.3A, 4.4, 4.5 and 4.6 | ||
21 | .1** | List of subsidiaries of the Registrant (including jurisdiction of organization and names under which subsidiaries do business) | ||
23 | .1** | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||
23 | .2* | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1) | ||
24 | .1** | Powers of Attorney (included in the signature pages to the registration statement) |
| Compensation arrangement | |
* | To be filed by amendment | |
** | Previously filed. |