Attached files
file | filename |
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EX-23.1 - EX-23.1 - Bill.com Holdings, Inc. | d940547dex231.htm |
EX-5.1 - EX-5.1 - Bill.com Holdings, Inc. | d940547dex51.htm |
As filed with the Securities and Exchange Commission on June 10, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BILL.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 7372 | 83-2661725 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1810 Embarcadero Road
Palo Alto, California 94303
(650) 621-7700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
René Lacerte
Chief Executive Officer and Founder
Bill.com Holdings, Inc.
1810 Embarcadero Road
Palo Alto, California 94303
(650) 621-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
James D. Evans Mark C. Stevens Dawn H. Belt Nicolas H. R. Dumont Fenwick & West LLP Mountain View, California 94041 |
Raj Aji General Counsel, Chief Compliance Officer and Secretary Bill.com Holdings, Inc. 1810 Embarcadero Road Palo Alto, California 94303 (650) 621-7700 |
Raj S. Judge Andrew D. Hoffman Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 |
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, as amended, or 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-239015
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, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
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 |
Amount of registration fee(3) | ||||
Common stock, $0.00001 par value per share |
1,380,000 | $68.69 | $94,792,200 | $12,305 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered, including 180,000 additional shares 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, as amended (File No. 333-239015). |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low sales prices of the Registrants Common Stock as reported by the New York Stock Exchange on June 5, 2020. |
(3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $473,961,000 on a Registration Statement on Form S-1, as amended (File No. 333-239015), which was declared effective by the Securities and Exchange Commission on June 10, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $94,792,200 are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (Securities Act), Bill.com Holdings, Inc. (Registrant) is filing this Registration Statement on Form S-1 (this Registration Statement) with the Securities and Exchange Commission (Commission). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-239015) (the Prior Registration Statement), which the Registrant originally filed with the Commission on June 8, 2020, and which the Commission declared effective on June 10, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock reflected in the Prior Registration Statement by 1,380,000 shares. The additional securities that are being registered for 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 incorporated by reference into this Registration Statement.
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, 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 Palo Alto, California, on the day of June 10, 2020.
BILL.COM HOLDINGS, INC. | ||
By: |
/s/ René Lacerte | |
René Lacerte | ||
Chief Executive 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 | ||||
/s/ René Lacerte |
Chief Executive Officer and Director | June 10, 2020 | ||||
René Lacerte | (Principal Executive Officer) | |||||
/s/ John Rettig |
Chief Financial Officer and Executive Vice President, Finance and Operations | June 10, 2020 | ||||
John Rettig | (Principal Financial and Accounting Officer) | |||||
* |
Director | June 10, 2020 | ||||
Steven Cakebread | ||||||
* |
Director | June 10, 2020 | ||||
David Chao | ||||||
* |
Director | June 10, 2020 | ||||
David Hornik | ||||||
* |
Director | June 10, 2020 | ||||
Brian Jacobs | ||||||
* |
Director | June 10, 2020 | ||||
Peter Kight | ||||||
* |
Director | June 10, 2020 | ||||
Thomas Mawhinney | ||||||
* |
Director | June 10, 2020 | ||||
Allison Mnookin | ||||||
* |
Director | June 10, 2020 | ||||
Rory ODriscoll | ||||||
* |
Director | June 10, 2020 | ||||
Steven Piaker | ||||||
*By: | /s/ René Lacerte |
June 10, 2020 | ||||
René Lacerte Attorney-in-Fact |