Attached files
file | filename |
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EX-5.1 - EX-5.1 - QLIK TECHNOLOGIES INC | b82890mexv5w1.htm |
EX-23.2 - EX-23.2 - QLIK TECHNOLOGIES INC | b82890mexv23w2.htm |
As filed with the
Securities and Exchange Commission on December 2, 2010. |
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Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 N. 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)
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 N. Radnor Chester Road
Suite E220
Radnor, Pennsylvania 19087
(888) 828-9768
President and Chief Executive Officer
150 N. 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 D. Truesdell, Jr., Esq. | |
Richard R. Hesp, Esq. | Davis Polk & Wardwell LLP | |
Gunderson Dettmer Stough | 450 Lexington Avenue | |
Villeneuve Franklin & Hachigian, LLP | New York, NY 10017 | |
850 Winter Street | Telephone: (212) 450-4000 | |
Waltham, MA 02451 | Telecopy: (212) 701-5800 | |
Telephone: (781) 890-8800 | ||
Telecopy: (781) 622-1622 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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, as amended, 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, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. þ 333-170618
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) |
CALCULATION OF REGISTRATION FEE
Proposed Maximum | |||||||||||||||||
Title of Each Class of | Amount to be | Aggregate | Amount of | ||||||||||||||
Securities to be Registered | Registered (1)(2) | Offering Price (3) | Registration Fee (4) | ||||||||||||||
Common Stock, $0.0001 par value |
1,725,000 | $ | 39,675,000 | $ | 2,828.83 | ||||||||||||
(1) | Includes 225,000 shares that the underwriters have the option to purchase to cover overallotments. | ||
(2) | The 1,725,000 shares being registered under this Registration Statement are in addition to the 11,500,000 shares registered pursuant to the Registration Statement on Form S-1 (File No. 333-170618) | ||
(3) | Based on the public offering price. | ||
(4) | $2,652.45 previously paid. |
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
CERTAIN INFORMATION BY REFERENCE
This registration statement on Form S-1 is being filed with respect to the registration of
additional shares of common stock, par value $0.0001 per share, of Qlik Technologies Inc., a
Delaware corporation (the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. This registration statement includes the registration statement facing page, this page,
the signature page, an exhibit index, an opinion of counsel regarding the legality of the
securities being registered and a related consent, and the consent of the Companys independent
registered public accounting firm. This registration statement relates to the Companys
registration statement on Form S-1, as amended (File No. 333-170618), initially filed by the
Company on November 15, 2010 and declared effective by the Securities and Exchange Commission (the
Commission) on December 2, 2010. The Company is filing this registration statement for the
sole purpose of increasing the aggregate number of shares of common stock offered by certain
selling stockholders named in the original registration statement by
1,725,000 shares,
225,000 of which are subject to purchase upon exercise of the underwriters option to purchase
additional shares of common stock to cover overallotments, if any. Pursuant to Rule 462(b), the
contents of the registration statement on Form S-1, as amended (File No. 333-170618), including the
exhibits and the power of attorney thereto, are incorporated by reference into this registration
statement.
UNDERTAKING
The Company hereby certifies to the Commission that (i) it has instructed its bank to pay the
commission the filing fee set forth in the cover page of this registration statement by wire
transfer of such amount to the Commissions account at U.S. Bank as soon as practicable (but no
later than the close of business on December 3, 2010); (ii) it will not revoke such
instruction; (iii) it has sufficient funds in the relevant account to cover the amount of such
filing fee; and (iv) it will confirm receipt of such instructions by its bank during the banks
regular business hours no later than December 3, 2010.
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 the City of Radnor, Commonwealth of
Pennsylvania, on this 2nd day of
December, 2010.
QLIK TECHNOLOGIES INC. |
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By: | /s/ Lars Björk | |||
Lars Björk | ||||
President and Chief Executive Officer (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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) | December 2, 2010 | ||||
/s/ William G. Sorenson William G. Sorenson |
Chief Financial Officer (Principal Accounting and Financial Officer) | December 2, 2010 | ||||
* |
Director | December 2, 2010 | ||||
John Burris | ||||||
* |
Director | December 2, 2010 | ||||
John Gavin, Jr. | ||||||
* |
Director | December 2, 2010 | ||||
Bruce Golden | ||||||
* |
Director | December 2, 2010 | ||||
Erel Margalit | ||||||
* |
Director | December 2, 2010 | ||||
Alexander Ott | ||||||
* |
Director | December 2, 2010 | ||||
Paul Wahl | ||||||
* By: |
/s/ William G. Sorenson | |||||
Attorney-in-Fact |
INDEX TO EXHIBITS
Exhibit No. | Description | |
5.1
|
Form of Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. | |
23.1
|
Form of Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1) | |
23.2
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
24.1 *
|
Power of Attorney (incorporated by reference to the signature page included with the Registration Statement on Form S-1 of the Registrant, File No. 333-170618). |