- Registration of Additional Securities (up to 20%) (S-1MEF)
November 12 2010 - 6:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 12, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANCESTRY.COM INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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7379
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26-1235962
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(State or other jurisdiction
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(Primary Standard Industrial
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(I.R.S. Employer
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of incorporation or organization)
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Classification Code Number)
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Identification No.)
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360 West 4800 North
Provo, UT 84604
(801) 705-7000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Timothy Sullivan
Chief Executive Officer
360 West 4800 North
Provo, UT 84604
(801) 705-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Barbara L. Becker
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Jeffrey D. Saper
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Andrew L. Fabens
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Robert G. Day
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Gibson, Dunn & Crutcher LLP
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Wilson Sonsini Goodrich & Rosati
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200 Park Avenue
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Professional Corporation
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New York, NY 10166
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650 Page Mill Road
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Tel: (212) 351-4000
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Palo Alto, CA 94304
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Fax: (212) 351-4035
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Tel: (650) 493-9300
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Fax: (650) 493-6811
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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.
þ
File No. 333-170259.
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.
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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.
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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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
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Proposed Maximum
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Amount of
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Securities to be Registered
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Aggregate Offering Price (1)
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Registration Fee
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Common Stock, $0.001 par value per share
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$
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13,499,048
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$
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962.48
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(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(o) under the Securities Act of 1933, as amended. In accordance with Rule 462(b) promulgated
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.
333-170259), as amended, is hereby registered.
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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 on Form S-1 is being filed with respect to the registration of
additional shares of common stock, par value $0.001 per share, of Ancestry.com Inc., a Delaware
corporation (the Company), pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
The contents of the Companys Registration Statement on Form S-1, as amended (File No. 333-170259),
initially filed by the Company on November 2, 2010 and declared effective by the Securities and
Exchange Commission on November 10, 2010 and all exhibits thereto, are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in San Francisco, California on November 12, 2010.
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ANCESTRY.COM INC.
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By:
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/s/ William Stern
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William Stern
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General Counsel and Corporate Secretary
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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President and Chief Executive
Officer and Director
(Principal Executive Officer)
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November 12, 2010
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Chief Financial Officer
(Principal Financial Officer and
Accounting Officer)
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November 12, 2010
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Director
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November 12, 2010
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Director
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November 12, 2010
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Director
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November 12, 2010
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Director
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November 12, 2010
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Director
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November 12, 2010
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Director
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November 12, 2010
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*By:
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/s/ William Stern
William Stern
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Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit No.
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Description
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP, counsel to Ancestry.com Inc.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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