Attached files
file | filename |
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EX-5.1 - EX-5.1 - CVENT INC | d642717dex51.htm |
EX-23.1 - EX-23.1 - CVENT INC | d642717dex231.htm |
As filed with the Securities and Exchange Commission on January 16, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Cvent, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 7372 | 54-1954458 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
8180 Greensboro Dr.
9th Floor
McLean, VA 22102
(703) 226-3500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Rajeev K. Aggarwal
Chief Executive Officer
Cvent, Inc.
8180 Greensboro Dr.
9th Floor
McLean, VA 22102
(703) 226-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark R. Fitzgerald, Esq. Michael C. Labriola, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 1700 K Street, N.W., Fifth Floor Washington, D.C. 20006 Telephone: (202) 973-8800 Facsimile: (202) 973-8899 |
Lawrence J. Samuelson, Esq. General Counsel & Corporate Secretary Cvent, Inc. 8180 Greensboro Dr. 9th Floor McLean, VA 22102 (703) 226-3500 |
Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 |
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 333-193188
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, 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 | ¨ | 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 |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price |
Amount of Registration Fee(2) | ||||
Common Stock, $0.001 par value per share |
552,000 | $35.50 | $19,596,000 | $2,523.97 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 72,000 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 (File No. 333-193188). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum offering price per share. The registrant previously registered securities at a proposed maximum aggregate offering price not to exceed $201,480,000 on a registration statement on Form S-1 (File No. 333-193188), which was declared effective by the Securities and Exchange Commission on January 16, 2014. 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 $19,596,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Cvent, Inc., a Delaware corporation (Cvent), is filing this registration statement with the Securities and Exchange 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 (File No. 333-193188) originally filed on January 6, 2014, as amended, or the Prior Registration Statement, and which the Securities and Exchange Commission declared effective on January 16, 2014. This registration statement includes the registration statement facing page, this page, the signature pages, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of an independent registered public accounting firm.
Cvent is filing this registration statement for the sole purpose of increasing by 552,000 shares the number of shares of its common stock, par value $0.001 per share, to be registered for issuance and sale, which number includes 72,000 additional shares of common stock that the underwriters have the option to purchase. 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 are filed herewith.
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 Mellon Bank as soon as practicable (but no later than the close of business on January 17, 2014); (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 January 17, 2014.
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 County of Fairfax, Commonwealth of Virginia, on the Sixteenth day of January, 2014.
CVENT, INC. | ||
By: |
/s/ Rajeev K. Aggarwal | |
Rajeev K. Aggarwal 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/ Rajeev K. Aggarwal Rajeev K. Aggarwal |
Chief Executive Officer and Director (Principal Executive Officer) |
January 16, 2014 | ||
/s/ Peter L. Childs Peter L. Childs |
Chief Financial Officer (Principal Financial and Accounting Officer) | January 16, 2014 | ||
* Sanju K. Bansal |
Director | |||
* Tony Florence |
Director | |||
* Jeffrey Lieberman |
Director | |||
* Kevin T. Parker |
Director |
*By: | /s/ Rajeev K. Aggarwal Rajeev K. Aggarwal Attorney-in-fact |
January 16, 2014 |
EXHIBIT INDEX
Exhibit |
Description | |||
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |||
23.1 | Consent of KPMG LLP, independent registered public accounting firm. | |||
23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). | |||
24.1 | Power of Attorney (see page II-4 of the Registration Statement on Form S-1 (File No. 333-193188) originally filed on January 6, 2014). |