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EX-5.1 - EX-5.1 - DEMAND MEDIA INC.a2201666zex-5_1.htm
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As filed with the Securities and Exchange Commission on January 25, 2011

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Demand Media, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  7379
(Primary Standard Industrial
Classification Code Number)
  20-4731239
(I.R.S. Employer
Identification No.)

1299 Ocean Avenue, Suite 500
Santa Monica, California 90401
(310) 394-6400

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

Richard M. Rosenblatt
Chairman and Chief Executive Officer
Demand Media, Inc.
1299 Ocean Avenue, Suite 500
Santa Monica, California 90401
(310) 394-6400

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



Copies to:

W. Alex Voxman, Esq.
Robert A. Koenig, Esq.

Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071-1560
(213) 485-1234

 

Matthew P. Polesetsky, Esq.
David T. Ho, Esq.

Demand Media, Inc.
1299 Ocean Avenue, Suite 500
Santa Monica, California 90401
(310) 394-6400

 

Kevin P. Kennedy, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 251-5000



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.    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.    ý    333-168612

          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 ý
(Do not check if a smaller
reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of
Securities to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price
Per Share(2)

  Proposed Maximum
Aggregate
Offering Price(3)

  Amount of
Registration Fee(4)

 

Common Stock, par value $0.0001
per share

  1,610,000 shares   $17.00   $27,370,000   $3,178

 

(1)
Includes 210,000 shares that may be purchased by the Underwriters pursuant to an option granted to the Underwriters.

(2)
Based on the per share public offering price.

(3)
In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-168612), as amended, is hereby registered.

(4)
Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

          This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.



EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

        This registration statement is being filed with respect to the registration of additional shares of common stock, with par value of $0.0001 per share, of Demand Media, Inc., a corporation organized under the laws of the State of Delaware, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-168612) are incorporated in this registration statement by reference.

        The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.    Exhibits.

        All exhibits filed with or incorporated by reference in Registration Statement No. 333-168612 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which are filed herewith.

 
  Exhibit No.   Description
      5.1   Opinion of Latham & Watkins LLP
      23.1   Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
      23.2   Consent of Independent Registered Public Accounting Firm


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 Santa Monica, State of California, on this 25th day of January, 2011.

    DEMAND MEDIA, INC.

 

 

By:

 

/s/ RICHARD M. ROSENBLATT

Richard M. Rosenblatt
Chairman and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 25th day of January, 2011.

Name
 
Title

 

 

 

 

 
/s/ RICHARD M. ROSENBLATT

Richard M. Rosenblatt
  Chairman and Chief Executive Officer (Principal Executive Officer)

/s/ CHARLES S. HILLIARD

Charles S. Hilliard

 

President and Chief Financial Officer (Principal Financial Officer)

*

Michael L. Zemetra

 

Senior Vice President and Controller (Controller)

*

Fredric W. Harman

 

Director

*

Victor E. Parker

 

Director

*

Gaurav Bhandari

 

Director

*

John A. Hawkins

 

Director

Name
 
Title

 

 

 

 

 
*

James R. Quandt
  Director

*

Peter Guber

 

Director

*

Joshua G. James

 

Director

*

Robert R. Bennett

 

Director

*By:

 

/s/ RICHARD M. ROSENBLATT

Richard M. Rosenblatt

 

Attorney-in-fact


EXHIBIT INDEX

 
  Exhibit No.   Description
      5.1   Opinion of Latham & Watkins LLP
      23.1   Consent of Latham & Watkins LLP (contained in Exhibit 5.1)
      23.2   Consent of Independent Registered Public Accounting Firm



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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
EXHIBIT INDEX